# STOCK
PURCHASE AGREEMENT

# dated as of

# January 16,
2004

# by and
between

# WILSHIRE
FINANCIAL SERVICES GROUP INC.,

# a Delaware
corporation

# and

# MERRILL
LYNCH MORTGAGE CAPITAL INC.

---

`TABLE OF CONTENTS
                                                   -----------------


                                                                                                   Page
                                                                                                   ----





1.       Purchase and Sale of Stock.................................................................2


2.       Consideration..............................................................................2


         2.1      Purchase Price....................................................................2


         2.2      Post Closing Purchase Price Adjustment............................................3


         2.3      Allocation of Purchase Price......................................................4


3.       The Closing; Closing Date..................................................................5


         3.1      Closing...........................................................................5


         3.2      Deliveries by Seller..............................................................5


         3.3      Deliveries by Purchaser...........................................................6


4.       Representations and Warranties by Seller...................................................6


         4.1      Corporate Organization............................................................6


         4.2      Capitalization; Stock Ownership...................................................6


         4.3      Other Equity Investments..........................................................7


         4.4      Authorization of Agreement; No Violation..........................................8


         4.5      Financial Statements; Data Tape...................................................9


         4.6      No Undisclosed Liabilities........................................................9


         4.7      Absence of Certain Changes........................................................9


         4.8      Personal Property................................................................11


         4.9      Real Property....................................................................11


         4.10     Tax Matters......................................................................12


         4.11     Material Contracts...............................................................13


         4.12     Litigation.......................................................................14


         4.13     Intellectual Property............................................................15


         4.14     Compliance with Laws; Permits....................................................17


         4.15     ERISA Matters....................................................................17


         4.16     Labor and Employment Matters.....................................................18


         4.17     Personnel, etc...................................................................19


         4.18     Insurance........................................................................19


         4.19     Environmental Matters............................................................19


         4.20     Brokers..........................................................................20


         4.21     Books of Account.................................................................20


         4.22     Mortgage Servicing Representations...............................................20


         4.23     Mortgage Loans...................................................................21


         4.24     Limitation on Certain Representations............................................24


         4.25     CCL Litigation...................................................................24


         4.26     No Other Representations or Warranties...........................................24


5.       Representations and Warranties by Purchaser...............................................24


         5.1      Corporate Organization...........................................................24


         5.2      Authorization of Agreement; No Violation.........................................24


         5.3      Litigation.......................................................................25


         5.4      Brokers..........................................................................25


         5.5      Investment Representation........................................................25


         5.6      No Additional Representations by Seller..........................................26


         5.7      Financing........................................................................26


         5.8      No Other Representations or Warranties...........................................26


6.       Covenants of Seller.......................................................................26


         6.1      Access to Information and Documents..............................................26


         6.2      Conduct of Business Pending Closing..............................................26


         6.3      Consents and Approvals...........................................................29


         6.4      Financial Statement Deliveries...................................................29


         6.5      Notice of Actions, Proceedings and Other Matters.................................29


         6.6      No Shop; Notice of Proposals.....................................................30


         6.7      Preclosing Transactions..........................................................30


         6.8      Tax Matters......................................................................31


         6.9      Records..........................................................................32


         6.10     Non-Competition Agreement........................................................32


         6.11     Transactions with Affiliates.....................................................34


         6.12     Reconciliation of Custodial Accounts.............................................34


         6.13     ARM Corrections..................................................................34


         6.14     Custodial Account Balances.......................................................35


         6.15     Escheatable Funds................................................................35


         6.16     Vesting..........................................................................35


         6.17     Wilshire Name....................................................................35


         6.18     HSR Act..........................................................................35


         6.19     System Testing and Operation.....................................................36


         6.20     Termination of Existing Financing................................................36

         6.21     Investment in Liquid Assets......................................................36


7.       Covenants of Purchaser....................................................................37


         7.1      Confidentiality..................................................................37


         7.2      Consents and Approvals...........................................................37


         7.3      Notice of Actions, Proceedings and Other Matters.................................37


         7.4      No Unreasonable Interference.....................................................38


         7.5      Records..........................................................................38


         7.6      Release of Officers and Directors................................................38


         7.7      Employees........................................................................39


         7.8      HSR Act..........................................................................41


         7.9      Tax Matters......................................................................42


         7.10     Mitigation.......................................................................44


         7.11     Cooperation on Certain Matters...................................................44


         7.12     Seller's Rights to Certain Claims................................................44


8.       Conditions Precedent to Seller's Obligation to Sell the Purchased Stock...................44


         8.1      Purchaser's Performance..........................................................44


         8.2      Consents and Approvals...........................................................44


         8.3      No Threatened or Pending Litigation..............................................45


         8.4      Transitional Services............................................................45


         8.5      Release of Seller Obligations....................................................45


         8.6      HSR Act..........................................................................45


         8.7      Closing Documents................................................................45


9.       Conditions Precedent to Purchaser's Obligation to Purchase the Purchased Stock............46


         9.1      Performance by Seller............................................................46


         9.2      Consents and Approvals...........................................................46


         9.3      No Threatened or Pending Litigation..............................................46


         9.4      Preclosing Transactions..........................................................46


         9.5      No Material Adverse Effect.......................................................46


         9.6      Transitional Services............................................................46


         9.7      HSR Act..........................................................................46


         9.8      Closing Documents................................................................47


10.      Termination...............................................................................47


         10.1     Termination by Purchaser.........................................................47


         10.2     Termination by Seller............................................................47


         10.3     Termination by Mutual Agreement..................................................48


         10.4     Effect of Termination............................................................48


11.      Survival of Representations and Warranties; Indemnification...............................48


         11.1     Survival of Representations and Warranties.......................................48


         11.2     Indemnification Obligations of the Parties.......................................48


         11.3     Limitation on Indemnification Obligations of Seller..............................49


         11.4     Limitations on Deductible and Cap................................................49


         11.5     Procedure for Indemnification Claims.............................................50


         11.6     Characterization of Indemnification Payments.....................................52


         11.7     Computation of Indemnification...................................................52


         11.8     Tax Matters......................................................................52


         11.9     Sole Remedy......................................................................52


12.      Miscellaneous.............................................................................52


         12.1     Certain Definitions..............................................................52


         12.2     Injunctive Relief................................................................64


         12.3     [RESERVED].......................................................................64


         12.4     Further Assurances...............................................................64


         12.5     Expenses.........................................................................64


         12.6     Publicity........................................................................64


         12.7     Waiver...........................................................................65


         12.8     Notices..........................................................................65


         12.9     Entire Agreement.................................................................66


         12.10    Rights Under this Agreement; Nonassignability....................................66


         12.11    Governing Law....................................................................67


         12.12    Third Party Beneficiaries........................................................67


         12.13    Headings; References to Sections, Exhibits and Schedules.........................67


         12.14    Counterparts.....................................................................67`

---

# STOCK
PURCHASE AGREEMENT

This STOCK PURCHASE AGREEMENT (this Agreement) is entered into as of this 16th day of January, 2004, by and between
Wilshire Financial Services Group Inc., a Delaware corporation (Seller), and Merrill Lynch Mortgage Capital Inc. (Purchaser).

WHEREAS,
Seller owns all of the issued and outstanding shares of capital stock of
Wilshire Credit Corporation, a Nevada corporation (the
Company);

WHEREAS,
Purchaser desires to purchase all of the issued and outstanding shares of
capital stock of the Company for the Purchase Price (as defined herein) upon the
terms and conditions hereinafter set forth; and

WHEREAS,
Seller desires to sell, assign, transfer and deliver to Purchaser all of the
issued and outstanding shares of capital stock of the Company in consideration
of the Purchase Price, upon the terms and conditions hereinafter set forth.

NOW,
THEREFORE, in consideration of the mutual covenants and agreements contained
herein, the receipt and adequacy of which are hereby acknowledged, the parties
hereto, intending to be legally bound, agree as follows:

1.       Purchase and Sale of Stock.  Subject to the terms and conditions of this Agreement, Purchaser agrees to purchase and accept
delivery from Seller of, and Seller agrees to sell, assign, transfer and deliver to Purchaser, at the Closing (as defined herein)
provided for in Section 3, 1,000 shares of Class A Voting Common Stock, par value $.01 per share (the "Common Stock"), of the
Company, free and clear of all liens, claims, charges, restrictions, equities or encumbrances of any kind (collectively, "Liens"),
other than restrictions on sale, transfer, offer for sale, pledge, hypothecation or other disposition pursuant to applicable state
blue sky and federal securities laws.  Such l,000 shares of Common Stock of the Company, constituting all of the issued and
outstanding shares of capital stock of the Company, are hereinafter collectively called the "Purchased Stock."  Purchaser and Seller
shall join in making an election under section 338(h)(10) of the Code (and any corresponding elections under state, local and foreign
Tax Laws) (collectively, the "338(h)(10) Election") in connection with Seller's sale of the Purchased Stock and deemed sale of WCICC
Inc. stock (if WCICC Inc. is not an Excluded Asset) to Purchaser.

2.       Consideration.

2.1 Purchase Price.
As consideration for the Purchased Stock, at Closing, Purchaser will pay in cash
to Seller, by wire transfer of immediately available funds to an account or
accounts to be designated in writing by Seller prior to Closing, an initial
purchase price equal to (i) Twenty-Three Million Eight Hundred Thirty Thousand
and no/100 Dollars ($23,830,000), plus (ii) the Estimated Net Asset Value (as
defined herein) (the Initial Purchase Price).
Net Asset Value shall mean the value of the assets of the
Company and the Company Subsidiaries (as defined herein) less the liabilities of
the Company and the Company Subsidiaries, as such values and liabilities are
reflected on the applicable consolidated balance sheet of the Company and the
Company Subsidiaries, after giving effect to the transfer of the Excluded Assets
and Excluded Liabilities (each as defined herein). The Estimated Net
Asset Value shall mean the Net Asset Value as of the Closing,
estimated in good faith by Seller and prepared in accordance with GAAP
consistently applied and set forth in a schedule delivered to Purchaser not less
than five (5) days prior to the Closing Date (as defined herein) which schedule
shall set out in reasonable detail the basis for such calculation.

- 2 -

---

2.2      Post Closing Purchase Price Adjustment.

(a)      Within sixty (60) days following the Closing Date, Seller shall prepare and deliver to Purchaser a consolidated balance
sheet for the Company and the Subsidiaries (as defined herein) as of the close of business on the Closing Date (the "Closing Date
Balance Sheet") together with a schedule of the Net Asset Value as of the close of business on the Closing Date (the "Net Asset Value
Schedule") which Closing Date Balance Sheet and Net Asset Value Schedule shall be prepared in accordance with GAAP applied
consistently with the financial statements referred to in Section 4.5 hereof.

(b)      Within forty-five (45) days after Purchaser's receipt of the Closing Date Balance Sheet and the Net Asset Value Schedule,
Purchaser shall deliver to Seller a written report (the "Purchaser's Report") setting forth, in reasonable detail and with reasonable
specificity as to each disputed item, any disputed amounts comprising the Closing Date Balance Sheet and the Net Asset Value as
reflected on the Net Asset Value Schedule and Purchaser's proposed alternative thereto.

(c)      Purchaser, on the one hand, and Seller, on the other hand, shall permit the other party and the other party's
representatives, during normal business hours, at the other party's expense, to have full and complete access to, and to examine, all
work papers and schedules of or relating to the Company which are in its possession, and which work papers and schedules are
necessary or appropriate to prepare and/or review the Closing Date Balance Sheet and the Net Asset Value Schedule.

(d)      If Purchaser disagrees with the Closing Date Balance Sheet or Net Asset Value shown on the Net Asset Value Schedule and
Purchaser has timely delivered the Purchaser's Report, and such disagreement involves either (i) the mathematical calculation of the
Net Asset Value or (ii) the appropriate accounting treatment (including the interpretation or application of GAAP) or valuation of
any asset or liability, or item of income or expense, that affects the Net Asset Value or the inclusion or exclusion of any item in
the determination of Net Asset Value and cannot be resolved by Purchaser and Seller within thirty (30) days after Seller's receipt of
the Purchaser's Report, either Purchaser, on the one hand, or the Seller, on the other hand, by written notice to the other, may
elect to have any such disagreement tendered to and resolved by a mutually agreeable independent public accounting firm (the
"Accountant") to make a determination as to the subject matter of such disagreement based solely upon not more than two rounds of
presentations by Seller and Purchaser on the provisions of this Agreement and not by independent review.  The determination by the
Accountant shall be final and binding on the parties hereto for the purpose of this Agreement, and Purchaser, on the one hand, and
Seller, on the other hand, shall each pay one-half of the fees and expenses charged by the Accountant and such fees shall not be
accrued on the Closing Date Balance Sheet.  The Accountant shall be instructed to use every reasonable effort to perform its function
within thirty (30) days following submission of the matter to it and, in any case, as soon as practicable after such submission to
it.  The Accountant shall be limited to deciding each such disagreement in an amount which shall be equal to or in between the
amounts proposed by Seller and Purchaser, and no more and no less.

- 3 -

---

(e)      Once the parties agree upon or otherwise arrive at a final Net Asset Value as reflected on the Net Asset Value Schedule (the
"Final Net Asset Value") pursuant to the foregoing procedures, the Final Net Asset Value shall be compared to the Estimated Net Asset
Value.  To the extent the Final Net Asset Value is less than the Estimated Net Asset Value, then for each dollar that the Final Net
Asset Value is less than the Estimated Net Asset Value, one dollar ($1.00) shall be repaid to Purchaser by Seller within ten (10)
days following such determination as a reduction from the Initial Purchase Price.  To the extent the Final Net Asset Value is greater
than the Estimated Net Asset Value, then for each dollar that the Final Net Asset Value is greater than the Estimated Net Asset
Value, one dollar ($1.00) shall be paid to Seller by Purchaser within ten (10) days following such determination as an increase from
the Initial Purchase Price.  The Initial Purchase Price, as so adjusted  pursuant to this Section 2.2, shall be referred to as the
"Purchase Price."

(f)      The provisions in Section 2.2(d) and Section 2.3 relating to resolutions of disputes by an accounting firm are not intended
to and shall not be interpreted to require that the parties refer to such a firm (i) any dispute arising out of a breach by one of
the parties of its obligations under this Agreement; or (ii) any other dispute other than (in the case of this clause) a dispute
specifically contemplated by clauses (i) and (ii) of the first sentence of Section 2.2(d) or by Section 2.3(b).

2.3      Allocation of Purchase Price.

(a)      Purchaser and Seller shall allocate the Purchase Price (plus assumed liabilities) among the assets of the Company and
Company Subsidiaries on an allocation schedule (the "Allocation Schedule"), in the manner required by Section 338 of the Code and the
Treasury Regulations promulgated thereunder.  Such allocation shall be used for purposes of determining the aggregate deemed sale
price under the applicable Treasury Regulations and in reporting the deemed sale of assets of the Company and WCICC Inc. (if WCICC
Inc. is not an Excluded Asset) in connection with the 338(h)(10) Election.

(b)      Seller shall initially prepare a complete set of IRS Forms 8023 and 8883 (and any comparable forms required to be filed
under state, local or foreign Tax Laws) and any additional data or material required to be attached to Forms 8023 and 8883 pursuant
to Treasury Regulations promulgated under Sections 338 and 1060 of the Code (collectively "Section 338 Forms").  Seller will use its
commercially reasonable efforts to deliver said forms and the Allocation Schedule to Purchaser within sixty (60) days of the Closing,
but in any event no later than ninety (90) days after Closing.  If Purchaser disagrees with any items reflected on the Allocation
Schedule or objects to the manner in which the Section 338 Forms have been prepared, Purchaser shall notify, within twenty (20)
business days following the delivery of the Allocation Schedule and the Section 338 Forms by Seller in writing, Seller of such
disagreement and its reason for so disagreeing, in which case Purchaser and Seller shall attempt to resolve the disagreement.  If the
parties have not resolved any such dispute within twenty (20) days following the giving of such written notice by Purchaser,
Purchaser and Seller shall jointly retain a nationally recognized independent accounting firm (the "Expert") whose determination
shall be binding on both parties.  The Expert shall be instructed to use every reasonable effort to perform its function within
thirty (30) days following submission of the dispute to it and, in any case, as soon as practicable after such submission to it.  The
costs, fees and expenses of the Expert shall be born equally by Purchaser and Seller.  Purchaser and Seller each agree to file the
Section 338 Forms in a timely fashion.  To the extent that the Purchase Price is adjusted after the Closing Date, the parties agree
to revise and amend the Allocation Schedule and the Section 338 Forms in the same manner and according to the same procedure. The
allocation of the Purchase Price pursuant to this subsection shall be binding on Seller and Purchaser for all Tax reporting purposes
except that neither party shall be unreasonably impeded in its ability and discretion to negotiate, compromise and/or settle any Tax
audit, claim or similar proceedings.

- 4 -

---

3.       The Closing; Closing Date.

3.1 Closing. The
closing of the transactions contemplated hereby (the Closing)
shall take place (i) at the offices of Irell & Manella LLP, 1800 Avenue of
the Stars, Suite 900, Los Angeles, California at 10:00 oclock a.m., local
time, on the first business day (the Closing Date) on which
the last conditions to the parties obligations to be fulfilled or waived
as specified in Sections8 and 9 shall be fulfilled or waived, or
(ii) at such other place, date and/or time as the parties may mutually agree,
but in no event under either clause (i) or (ii) above later than April 30, 2004,
unless the sole reason for the failure to close by such date is the delay in the
receipt of any Third Party Consent that is a condition to Closing pursuant to
Sections 8.2 and 9.2 that the parties diligently have pursued in
good faith, in which event such date shall be extended to May 31, 2004.

3.2      Deliveries by Seller.  At the Closing, Seller shall deliver the following to Purchaser:

(a)      The stock certificates representing all of the Purchased Stock, together with duly executed stock powers;

(b)      The certificate(s) contemplated by Section 9.8 hereof;

- 5 -

---

(c)      All other documents, instruments and writings required to be delivered by Seller at or prior to the Closing Date pursuant to
this Agreement; and

(d)      The resignation letters of all Persons who are officers and/or directors of the Company or any of the Company Subsidiaries
(as defined herein), except for officers and/or directors who are Continuing Company Employees (as defined herein).

3.3      Deliveries by Purchaser.  At the Closing, Purchaser shall deliver the following to Seller:

(a)      The Initial Purchase Price by wire transfer of immediately available federal funds to an account designated by Seller in
writing prior to the Closing Date;

(b)      The certificate(s) contemplated by Section 8.7 hereof; and

(c)      All other documents, instruments and writings required to be delivered by Purchaser at or prior to the Closing Date pursuant
to this Agreement.

4.       Representations and Warranties by Seller.  Seller represents and warrants to Purchaser as follows:

4.1 Corporate
Organization. Each of the Company and Seller is a corporation duly
incorporated, validly existing and in good standing under the laws of the
jurisdiction of its incorporation and has the corporate power and authority to
carry on its business as now being conducted and to own and operate the
properties and assets now owned and being operated by it. The Company is duly
qualified or licensed to do business and is in good standing as a foreign
corporation in each jurisdiction where the character of the properties owned or
held under lease by the Company or the nature of its activities make such
qualification or license necessary, except where the failure to be so qualified
or licensed would not have a Material Adverse Effect (as defined herein).

4.2      Capitalization; Stock Ownership.

(a)      The authorized capital stock of the Company consists of 10,000 shares of the Common Stock and 1,000 shares of Class B
Non-Voting Common Stock, par value $.01 per share (the "Class B Stock").  As of the date hereof, 1,000 shares of Common Stock are
issued and outstanding, and no shares of Class B Stock are issued and outstanding.  All of the issued and outstanding shares of
Common Stock have been duly authorized and validly issued and are fully paid and non-assessable and free of preemptive or other
rights.  Neither Seller nor the Company is a party to or bound by any contract, agreement or arrangement to issue, sell or otherwise
dispose of or redeem, purchase or otherwise acquire any capital stock or any other security of or equity interest in the Company or
any other security exercisable or exchangeable for or convertible into any capital stock or any other security of or equity interest
in the Company, and there is no outstanding option, warrant or other right to subscribe for or purchase any capital stock or any
other security of or equity interest in the Company or any other security exercisable or exchangeable for or convertible into any
capital stock or any other security of or equity interest in the Company.  Neither Seller nor the Company is a party to or bound by
any voting trust arrangement, proxies or other arrangements or understandings with respect to the voting of any shares of the capital
stock of the Company.

- 6 -

---

(b)      Seller owns, beneficially and of record, all of the Purchased Stock, free and clear of all Liens, other than restrictions on
Transfer (as defined herein) pursuant to applicable Securities Laws (as defined herein), and has, subject to compliance with such
Securities Laws, full power and legal right to sell, assign, transfer and deliver the same.  The Purchased Stock constitutes all of
the issued and outstanding shares of capital stock of the Company.  For the purposes of this Agreement, (i) "Transfer" shall mean
sale, transfer, offer for sale, pledge, hypothecation or other disposition and (ii) "Securities Laws" shall include all applicable
state blue sky and federal securities Laws.

(c)      The copies of the Amended and Restated Articles of Incorporation and Second Amended and Restated Bylaws of the Company
heretofore made available to Purchaser are true, complete and correct copies of such documents in effect as of the date of this
Agreement.  The minute books of the Company contain true, complete and correct records of all meetings and other corporate actions
held or taken in the past 3 years of its stockholders and board of directors (including committees of its board of directors).

4.3 Other Equity
Investments. Except as set forth in Schedule 4.3 under the Disclosure
Letter, the Company does not own, and within the last 3 years, has not owned,
directly or indirectly, any shares of capital stock of any corporation or any
equity investment in any partnership, joint venture, association or other
business organization. Except as set forth in Schedule 4.3 under the
Disclosure Letter, no capital stock or any other security or other ownership
interest of or in any corporation or other entity listed on Schedule 4.3
under the Disclosure Letter is held by any person or entity other than the
Company or a Company Subsidiary (as defined below). Each Company Subsidiary that
is a corporation was duly incorporated, and all other Subsidiaries were duly
formed, and each is validly existing and in good standing under the laws of the
jurisdiction of its incorporation or other formation and has the corporate (or
other applicable) power and authority to carry on its business as now being
conducted and to own and operate the properties and assets now owned and being
operated by it. All outstanding shares of capital stock or other ownership
interest of or in each Company Subsidiary owned by the Company or a Company
Subsidiary, or contemplated to be transferred to the Company at or prior to
Closing, have been duly authorized and validly issued, are fully paid and
non-assessable, free of preemptive rights, and are subject to no Lien, other
than restrictions on Transfer pursuant to applicable Securities Laws. Each
entity listed on Schedule 4.3 under the Disclosure Letter as an
Entity Investment active as of December 1, 2003 is referred to
herein as a Subsidiary. Each Subsidiary that is not an Excluded
Asset is referred to herein as a Company Subsidiary.

- 7 -

---

4.4      Authorization of Agreement; No Violation.

(a)      Seller has the corporate power and authority to enter into this Agreement, to perform its obligations hereunder and to
consummate the transactions contemplated hereby.  The execution, delivery and performance of this Agreement, the sale, assignment,
transfer and delivery of the Purchased Stock and the consummation of the other transactions provided for hereby have been duly and
validly authorized by all necessary corporate and other action of Seller and the Company.  This Agreement has been duly and validly
executed and delivered by Seller and, assuming the due authorization, execution and delivery by Purchaser, constitutes a legal, valid
and binding obligation of Seller enforceable against Seller in accordance with its terms, except as such enforceability may be
limited or affected by (i) bankruptcy, insolvency, reorganization, moratorium, liquidation, arrangement, fraudulent transfer,
fraudulent conveyance and other similar laws (including, without limitation, court decisions) now or hereafter in effect and
affecting the rights and remedies of creditors generally or providing for the relief of debtors, (ii) the refusal of a particular
court to grant equitable remedies, including, without limitation, specific performance and injunctive relief, and (iii) general
principles of equity (regardless of whether such remedies are sought in a proceeding in equity or at law).

(b)      Except as set forth in Schedule 4.4(b) under the Disclosure Letter, the execution and delivery of this Agreement by Seller
do not, and the performance and consummation of this Agreement by Seller will not, (i) conflict with or violate the certificate or
articles of incorporation or bylaws, or other organizational documents, of Seller, the Company or any Company Subsidiary, (ii)
conflict with or violate any federal, state or local statute, law, ordinance, rule, regulation, order, permit, judgment or decree
(individually a "Law" and collectively "Laws") applicable to Seller, the Company or any Company Subsidiary or by which any of their
respective properties or assets are bound or affected, (iii) cause any acceleration of the maturity of any note, instrument or other
obligation to which the Company or any Company Subsidiary is a party or by which the Company or any Company Subsidiary is bound, or
(iv) otherwise conflict with or result in any breach of or constitute a default (or an event that with notice or lapse of time or
both would become a default) under, or impair Seller's, the Company's or any Company Subsidiary's rights or alter the rights or
obligations of any other person under, or give to any other person any right of termination, amendment, acceleration or cancellation
of, or result in the creation of any Lien on any of the properties or assets of Seller, the Company or any Company Subsidiary
pursuant to, any contract or agreement of any kind to which Seller, the Company or any Company Subsidiary is a party or by which
Seller, the Company or any Company Subsidiary or any of their respective properties or assets are bound or affected, except in the
case of clauses (ii), (iii) and (iv) for any such conflicts, violations, breaches, defaults or other occurrences which would not
reasonably be expected to result in a Material Adverse Effect.  As used in this Agreement, "Material Adverse Effect" means a change
or effect that is materially adverse to the business, financial condition or results of operations of the Company and the Company
Subsidiaries, taken as a whole, materially delays or adversely affects the ability of Seller to consummate the transactions
contemplated by this Agreement or materially adversely affects the ability of the Company and the Company Subsidiaries to conduct
their businesses after the Closing Date substantially as such businesses are being conducted as of the date hereof.

- 8 -

---

(c)      No Third Party Consents are required to be obtained or made by Seller, the Company or any Company Subsidiary in connection
with the execution, delivery and performance of this Agreement or the consummation of the transactions contemplated hereby, except
(i) for compliance with the notification filing and waiting period requirements under the Hart-Scott-Rodino Antitrust Improvements
Act of 1976, as amended (the "HSR Act"); (ii) for such as are listed on Schedule 4.4(c) under the Disclosure Letter or (iii) where
the failure to obtain or make such consent, license, approval, permit, authorization, registration or filing would not have a
Material Adverse Effect.

4.5      Financial Statements; Data Tape.

(a)      Seller has delivered to Purchaser copies of the consolidated audited balance sheets of the Company and the Subsidiaries as
at December 31, 2001 and 2002 and related consolidated audited statements of income for each fiscal year ended on those dates, and
unaudited consolidated balance sheets of the Company and the Subsidiaries as at September 30, 2003 and related unaudited consolidated
statements of income for the three and nine months then ended.  Except as set forth in Schedule 4.5 under the Disclosure Letter, all
of such financial statements present fairly the consolidated financial position of the Company and the Subsidiaries as at the
respective dates of said balance sheets and the consolidated results of operations, consolidated changes in Shareholders' equity and
consolidated changes in cash flow and of the Company and the Subsidiaries for the respective periods then ended in conformity with
GAAP consistently applied, subject, in the case of the unaudited financial statements, to normal year-end adjustments which are not
expected to be material.

(b)      Seller has previously delivered to Purchaser certain tapes (electronic media) on which information regarding the Mortgage
Loans as of September 30, 2003 is recorded (the "Tape").  The information contained in the Tape is accurate and complete in all
material respects as of September 30, 2003.

4.6 No Undisclosed
Liabilities. Except as set forth in Schedule 4.6 under the Disclosure
Letter, the Company and the Subsidiaries do not have any liabilities (absolute,
accrued, contingent or otherwise), except liabilities (i) in the aggregate
adequately provided for in the consolidated balance sheet of the Company and the
Subsidiaries as at September 30, 2003 referred to in Section 4.5 under
the Disclosure Letter (the Balance Sheet), (ii) incurred in
the ordinary course of business consistent with past practice and neither
required under GAAP to be reflected in the Balance Sheet nor arising as a result
of a violation of law or breach of contract, (iii) that are otherwise
specifically disclosed as exceptions to any representation or warranty set forth
in this Agreement, or (iv) that are not covered by clause (i), (ii) or (iii)
hereof which, individually or in the aggregate, are not material to the Company.

4.7      Absence of Certain Changes.

(a)      Except as set forth in Schedule 4.7 under the Disclosure Letter, since December 31, 2002, each of the Company and the
Company Subsidiaries has conducted business in the ordinary course of its business consistent with past practice and been validly
existing and in good standing under the laws of the jurisdiction of its incorporation or formation, and there has not occurred any
Material Adverse Effect.

- 9 -

---

(b)      Without limiting the generality of Section 4.7(a) under the Disclosure Letter, since December 31, 2002 to the date hereof,
there has not been any:

(i)               amendment to the certificate or articles of incorporation, by-laws or other organizational documents of the Company
or any Company Subsidiary;

(ii)              sale, assignment, disposition, transfer, pledge, mortgage or other creation of a Lien with respect to, or any lease
of, any real or personal property or asset used or held for use in the Company's or any Company Subsidiary's business or otherwise
reflected on the Balance Sheet, other than (A) dispositions of assets in the ordinary course of business, (B) dispositions of
obsolete or worthless properties or assets and (C) the creation of Liens that do not materially detract from the value of, or
materially interfere with, the present use or the marketability of the asset or property affected thereby and which consist solely of
(w) mechanics', carriers', worker's, repairmen's or other statutory liens arising or incurred in the ordinary course of business; (x)
Liens for Taxes, assessments and other governmental charges, which are not yet due and payable; (y) easements, covenants,
rights-of-way and other similar encumbrances or restrictions of record; and (z) zoning, building restrictions and other governmental
ordinances (collectively, "Permitted Liens");

(iii)             change by the Company in its accounting principles, practices or methods nor has the Company requested any changes
to its accounting methods for Tax purposes;

(iv)              failure on the part of the Company to maintain its books, accounts and records in the ordinary course of business,
and to maintain and keep its and the Company Subsidiaries' properties and assets in good repair and condition, subject to ordinary
wear and tear;

(v)               increase in the salary, compensation, commission, option, severance or termination payment, bonus or fringe benefits
payable or to become payable to any officers or employees of the Company or any Company Subsidiary or any sales representative,
broker or independent contractor as such, other than as described in Schedule 4.7(b)(v) under the Disclosure Letter;

(vi)              issuance, sale or other disposition of any capital stock or other equity interest of or in the Company or any
Company Subsidiary, or any options, warrants or other rights to purchase any such capital stock or equity interest or any other
securities convertible into or exchangeable for such capital stock or equity interest or any other change in the issued and
outstanding capitalization of the Company or any Company Subsidiary;

- 10 -

---

(vii)             declaration or payment of any dividend or other distribution, or the transfer of any assets, by the Company to
Seller, except as described in Schedule 4.7(b)(vii) under the Disclosure Letter;

(viii)            execution, amendment or modification of, or waiver of any provisions contained in, any Material Contract (as defined
herein), other than as described in Schedule 4.7(b)(viii) under the Disclosure Letter;

(ix)              material adverse changes in the business organization of the Company including but not limited to the Company's or
any Company Subsidiary's relationships with employees, clients or co-investors;

(x)               incurrence by the Company or any Company Subsidiary of any contingent liability as a guarantor or otherwise with
respect to the obligation of others or any other contingent or fixed obligations or liabilities, or extension of any loans or
advances to any person, except for advances made to employees for expenses in the ordinary course of business;

(xi)              damage, destruction or loss with respect to any of the properties or assets of the Company or any Company Subsidiary
which constitutes or could constitute a Material Adverse Effect; or

(xii)             agreement to do, cause or suffer any of the foregoing.

4.8 Personal
Property. Except as set forth in Schedule 4.8 under the Disclosure
Letter, each of the Company and the Company Subsidiaries has good and valid
title to all of its material personal properties, free and clear of all Liens,
except Permitted Liens. All leases pursuant to which the Company or any Company
Subsidiary leases material personal property from any other person are valid and
effective in accordance with their respective terms, and there is not, under any
of such leases, any existing default or event of default (or event which with
notice or lapse of time, or both, would constitute a default). Except as
disclosed on Schedule 4.8 under the Disclosure Letter, no consent or
approval is required under any such material personal property lease in
connection with the consummation of the transactions contemplated by this
Agreement. All material personal properties of the Company and the Company
Subsidiaries are in good operating condition (subject to normal wear and tear),
free of defect and sufficient for the Company and the Subsidiaries to operate
their businesses as now conducted and planned to be conducted.

4.9 Real Property.
Schedule 4.9 under the Disclosure Letter lists all real property owned,
occupied, used by or leased to the Company or any Company Subsidiary and
specifies the location of each such property and the name of the record owner or
the names of the lessor, lessee and any sublessee, as applicable. Except as set
forth on Schedule 4.9 under the Disclosure Letter, the Company or a Company
Subsidiary has good and valid title to all of the real property indicated on
such Schedule as owned by it, free and clear of all Liens, except for Permitted
Liens. All leases of real property listed on Schedule 4.9 under the Disclosure
Letter are valid and effective in accordance with their respective terms, and
there is not, under any of such leases, any existing default or event of default
(or event which with notice or lapse of time, or both, would constitute a
default). The Company quietly enjoys the premises provided for in such lease.
Except as disclosed on Schedule 4.9 under the Disclosure Letter, no consent
or approval is under any such real property lease in connection with the
consummation of the transactions contemplated by this Agreement. None of Seller,
the Company or any Company Subsidiary has received any written notice from any
Governmental Entity concerning zoning and other similar claims and regulations
with respect to any of the real property described in Schedule 4.9 under
the Disclosure Letter.

- 11 -

---

4.10     Tax Matters.

(a)      Except as set forth in Schedule 4.10(a) under the Disclosure Letter, Seller, the Company and Company Subsidiaries (i) have
(or by the Closing will have) timely filed all material Tax Returns required to be filed by them that include the Company and/or
Company Subsidiaries up to and including the Closing, and (ii) have (or by the Closing will have) timely paid or made appropriate
provision for on their balance sheet (in accordance with GAAP), all Taxes shown to be due on such Tax Returns.  All such Tax Returns
were correct and complete in all material respects.  The Company and Company Subsidiaries, as applicable, have withheld from their
employees and others (and have remitted or will timely remit to the appropriate taxing authorities) proper and accurate amounts for
all periods prior to and including the Closing Date in compliance with all tax withholding and other Tax Laws.  Except as set forth
in Schedule 4.10(a) under the Disclosure Letter there are no material Liens with respect to Taxes upon any of the properties or
assets, real, personal or mixed, tangible or intangible, of the Company or Company Subsidiaries, except for current Taxes not yet due.

(b)      Schedule 4.10(b) under the Disclosure Letter lists Tax Returns filed by or which include the Company or Company Subsidiaries
that are currently being examined by the Service (as defined herein) or any state or local taxing authority.

(c)      Except as set forth in Schedule 4.10(c) under the Disclosure Letter, there are no outstanding agreements or waivers
extending the statutory period of limitation applicable to any Tax Returns required to be filed by, or which include, the Company or
any Company Subsidiary.

(d)      Except as set forth in Schedule 4.10(d) under the Disclosure Letter, none of the Company or Company Subsidiaries is a party
to an agreement, contract, arrangement, or plan that has resulted or would result, separately or in the aggregate, in the payment of
any "excess parachute payment" within the meaning of Code Section 280G (or any similar provision of state, local or foreign Tax law).

- 12 -

---

(e)      The consolidated group of which Seller, Company, and Company Subsidiaries are members is a "selling consolidated group"
within the meaning of Treasury Regulation section 1.338(h)(10)-1(b)(2) (assuming that the transactions contemplated by this Agreement
constitute a "qualified stock purchase" within the meaning of Code Section 338(d)(3)).  Seller is the common parent of an "affiliated
group" within the meaning of Code Section 1504(a) (the "Seller Group"), and the Company and Company Subsidiaries are "includible
corporations", within the meaning of Code Section 1504(b), in the Seller Group.  Seller timely and properly filed consolidated
federal income Tax returns for the Seller Group that properly include the Company and Company Subsidiaries for all taxable periods
(or any portion thereof) in which the Company and Company Subsidiaries were members of the Seller Group.  Seller filed timely with
the appropriate Governmental Authority all consents and elections (including, without limitation, all required Service Forms 1122)
necessary to permit the Seller Group to file a consolidated federal income Tax return including the Company and Company
Subsidiaries.  All such consents and elections are correct and complete in all material respects and are effective for all taxable
periods (or any portion thereof) in which the Seller Group filed a consolidated federal income Tax return including the Company and
Company Subsidiaries.  Neither Seller nor any member of the Seller Group has taken any action that would terminate the Seller Group's
privilege to file consolidated federal income Tax returns, or omitted to take any action that would prevent such privilege from
terminating.  No Tax audits or administrative or judicial proceedings are currently threatened, pending or proceeding with respect to
the Seller Group or any member thereof in which the Seller Group's privilege to file consolidated federal income Tax returns, or the
inclusion of any member in such consolidated federal income Tax returns, is being or will be challenged.

4.11 Material
Contracts. Set forth in Schedule 4.11 under the Disclosure Letter is a
list of all Material Contracts (as defined herein) of the Company and the
Company Subsidiaries. Each such Material Contract is a valid and binding
agreement of the Company and/or a Company Subsidiary and is in full force and
effect. Except as set forth in Schedule 4.11 under the Disclosure Letter,
neither the Company nor any Company Subsidiary (as applicable) has breached or
defaulted under any Material Contract, and there has not occurred any event
that, with the lapse of time or the giving of notice or both would constitute
such a default, and to the knowledge of Seller there is no third party default
or breach under any Material Contract, other than breaches or defaults by any
such third party which have been cured or waived or which would not reasonably
be expected to result in a Material Adverse Effect. A true and complete copy of
each Material Contract has been made available to be reviewed by Purchaser
except to the extent otherwise noted on Schedule 4.11 under the Disclosure
Letter. For purposes of this Agreement, the term Material
Contracts means (a) all contracts or agreements pursuant to which the
Company or any Company Subsidiary services mortgages or other loans having an
aggregate unpaid principal balance as of the date hereof equal to or greater
than One Million Dollars and no/100 dollars ($1,000,000); (b) all contracts or
commitments affecting ownership of, title to, use of, or any interest in real
estate, including leases of real property; (c) all bonuses, incentive
compensation, pension, group insurance or employee welfare plans of any nature
whatsoever; (d) employment contracts and all other contracts, agreements or
commitments to or with individual employees, agents, consultants, or contractors
from the date hereof or providing for earlier termination only upon the payment
of a penalty or the equivalent thereof; (e) all contracts or commitments,
whether or not in the ordinary course of business, that are not otherwise
Material Contracts and involve future payments or performance of services to or
by the Company or any Company Subsidiary of an aggregate amount or value in
excess of One Hundred Thousand Dollars ($100,000); (f) any indemnity or guaranty
arrangements, business acquisition agreements, licenses, nondisclosure
agreements, non-compete agreements, joint-venture agreements, agreements
providing for exclusivity commission agreements and employment agreements; (g)
all agreements between the Company or a Company Subsidiary and (A) Seller or a
related party thereto (other than the Company or a Company Subsidiary) or (B)
any officer or director of Seller (other than compensation arrangements
otherwise defined as a Material Contract herein) that, in the case of either
clause (A) or (B), will not be terminated on or prior to the Closing; (h)
all licensing and royalty agreements and all other agreements and commitments
with respect to patents, patent applications, trademarks, trade names, service
marks, inventions, technical assistance, know-how, special processes, copyrights
or other like items; and (i) all other contracts which, if terminated or
breached, or if the Company or a Company Subsidiary otherwise loses the benefits
thereof, would materially impair the ability of the Company to operate its
business in the ordinary course or result in a Material Adverse Effect. Except
as set forth in Schedule 4.11 under the Disclosure Letter, none of the
Material Contracts, if fully performed, would result in a Material Adverse
Effect, and none of such Material Contracts contains a change in
control or other similar provision that would result in termination
thereof or other Material Adverse Effect in connection with the execution and
delivery of, or the consummation of the transactions contemplated by, this
Agreement.

- 13 -

---

4.12 Litigation.
Except as set forth in Schedule 4.12 under the Disclosure Letter, there are
no Actions either at law or in equity, before any court or before any commission
or other administrative authority in any federal, state, local or foreign
jurisdiction, of any kind now pending or, to the knowledge of Seller, threatened
against the Company or any Company Subsidiary or any of their respective assets
or properties. No such Action could reasonably be expected to result in a
Material Adverse Effect. The Company does not have any pending Action against
any third parties, except for ordinary course Actions pending in respect of
individual Mortgage Loans that are not styled as putative class actions. Except
as disclosed in Schedule 4.12 under the Disclosure Letter, there are no
unsatisfied judgments or outstanding orders, writs, injunctions, decrees,
settlements, stipulations or awards (whether rendered by a court or
administrative agency or by arbitration) against the Company or any Company
Subsidiary or against any of their properties or businesses. Except as disclosed
in Schedule 4.12 under the Disclosure Letter, to the knowledge of Seller,
no event has occurred or circumstance exists that is reasonably likely to give
rise to or serve as a basis for the commencement of an Action, except for
individual Actions instituted against the Company with respect to individual
Mortgage Loans in the ordinary course of its business that are not styled as
putative class actions, which Actions would not reasonably be expected to have a
Material Adverse Effect. Neither the Company nor any Company Subsidiary is in
default or breach with respect to any order, writ, injunction, decree,
settlement, stipulation, award or demand of any court or other Governmental
Entity.

- 14 -

---

4.13     Intellectual Property.

(a)      Schedule 4.13 under the Disclosure Letter sets forth a list of all patents, trademarks, trade names, service marks,
copyrights, trade secrets, or other intellectual property, and any applications or licenses therefor, that are used in or useful to
the businesses of the Company and the Company Subsidiaries, as such businesses are now being conducted, and (i) that are registered
with an appropriate federal or state office or agency; or (ii) that are otherwise material to the Company or the Company
Subsidiaries.  All forms of all intellectual property so listed, together with (a) all Internet Domain Names, including, without
limitation, wfsg.com, and all content and designs that Seller or its Affiliates own that relate to the Company, any Company
Subsidiary or their businesses, and that are now used on any Web site, including, without limitation, the Web site now located at the
URL, http://www.wfsg.com (the "Web Site"); (b) all software, including, without limitation, information, instructions, know-how and
other documentation, source code in IMS Basic and in all other applicable programming languages, object code, documentation, IMS
Basic and other programming language reference manuals and data necessary to operate the software, database schema and contents, loan
data file, application configuration data files, and all proprietary and third-party compilers, tools, hardware, and documentation
used to translate the programming language of the software into machine language (the "Software Code") reasonably necessary to enable
the Company to operate, maintain, and reproduce the current production version of the Web Site; and (c) all computer systems and
Software Code used to support the businesses of the Company and the Company Subsidiaries, as such businesses are now being conducted,
including, without limitation, application design documentation, system overview documentation, application user guides, manuals for
third-party software, technical reference manuals, systems workflow documentation, system, database design documentation, and
database maintenance documentation;  are collectively referred to herein as the "Intellectual Property."  Seller, its Affiliates, the
Company or a Company Subsidiary, as applicable, either has all right, title and interest in, or a valid and binding, perpetual,
nonterminable, paid-up worldwide license to use, all Intellectual Property other than Intellectual Property contained in or relating
to the Third Party Software (as defined herein) and other Intellectual Property licensed from third parties that are identified as
third party owned intellectual property on Schedule 4.13 under the Disclosure Letter (collectively, the "Third Party Intellectual
Property").  Seller, its Affiliates, the Company or a Company Subsidiary, as applicable, has a valid license to use the Third Party
Intellectual Property for the respective terms of the licenses for the corresponding Third Party Software and other Third Party
Intellectual Property.  Schedule 4.13 under the Disclosure Letter sets forth a list of: (a) all Software Code developed internally or
externally for use by the Company or a Company Subsidiary and owned by or proprietary to Seller and its Affiliates, the Company, or a
Company Subsidiary that is used in or useful to the businesses of the Company and the Company Subsidiaries, as such businesses are
now being conducted (the "Software"); and (b) all third-party software and Software Code that are used in or useful to the businesses
of the Company and the Company Subsidiaries, as such businesses are now being conducted (the "Third Party Software").  Schedule 4.13
under the Disclosure Letter includes a list of all corresponding license agreements for the Third Party Software; copies of all such
licenses maintained by Seller or Company have been provided to Purchaser except as disclosed in Schedule 4.13.  Seller and its
Affiliates, the Company and the Company Subsidiaries are operating in full compliance in all material respects with all such license
agreements and are not in breach of any such license agreements.  The Intellectual Property (other than Third Party Intellectual
Property) and the Software, and any and all use by the Company or a Company Subsidiary, as applicable, of the Intellectual Property
(other than Third Party Intellectual Property) and the Software, does not infringe the intellectual property and/or proprietary
rights of any third party.  In addition to the Intellectual Property, the Software and the Third Party Software, Seller and its
Affiliates shall assign and transfer to the Company all processes, formulas, electronic media, engineering designs, trade secrets,
know-how, goodwill, inventions and discoveries, and design, engineering and other technical information relating to the business of
the Company and the Company Subsidiaries that the Seller and its Affiliates own, or in which the Seller and its Affiliates have
sufficient rights to permit such assignment and transfer, including, without limitation, those (i) that are not subsumed by the
Intellectual Property, the Software Code, and the Software, (ii) that are in the process of development, and (iii) that are used in
or useful to the businesses of the Company and the Company Subsidiaries, as such businesses are now being conducted (collectively,
the "Proprietary Property").  Seller and its Affiliates also shall transfer to the Company all warranties and indemnifications
regarding non-infringement relating to the Third Party Software listed in Schedule 4.13 under the Disclosure Letter.  Subject to any
license grants described on Schedule 4.13, Seller, its Affiliates, the Company or a Company Subsidiary owns all right, title and
interest in the Intellectual Property, the Software and the Proprietary Property (other than any Third Party Intellectual Property),
has not granted any licenses to the Intellectual Property, the Software or the Proprietary Property, and, in the case of Seller and
its Affiliates, have all rights and consents necessary to transfer their ownership interests in the Software, the Intellectual
Property and the Proprietary Property to the Company, other than as disclosed in Schedule 4.13 under the Disclosure Letter.  Seller
and its Affiliates, and the Company and the Company Subsidiaries have at all times used commercially reasonable efforts to maintain
the confidentiality of any confidential Intellectual Property, Proprietary Property, Software, Third Party Intellectual Property and
Third Party Software (collectively, the "Intellectual Property Assets"), as well as trade secrets related to the same.  Except as set
forth in Schedule 4.13 under the Disclosure Letter, there are no actions or proceedings pending, and neither the Seller nor any of
its Affiliates, nor the Company nor any Company Subsidiary have received any notice of any claim: (a) challenging the rights of the
Company or a Company Subsidiary to use the Intellectual Property Assets; (b) of intellectual property infringement relating to or
affecting the Intellectual Property Assets; or (c) involving any U.C.C. or other documents evidencing a pledge or securitization of
the Intellectual Property Assets.  Seller and its Affiliates have all rights and licenses necessary to transfer any computer hardware
being delivered to Company, and such hardware is in good working order, condition and repair, ordinary wear and tear excepted.

- 15 -

---

(b)      Except as set forth in Schedule 4.13 under the Disclosure Letter, all Software Code, Software, and Third Party Software (i)
operates in accordance with all functional specifications therefor, including, without limitation, such specifications in
documentation, user guides and manuals included in the Intellectual Property; and (ii) may be used for the purpose(s) for which it is
intended.

- 16 -

---

4.14     Compliance with Laws; Permits.

(a)      The Company and the Subsidiaries have complied with and are in compliance in all material respects with all material Laws
applicable to them or any of their properties, assets, operations and businesses.

(b)      To Seller's knowledge, the Company or a Company Subsidiary, as applicable, holds all permits, licenses, easements,
variances, exemptions, consents, registrations, authorizations, certificates, orders and approvals of or from Governmental Entities
or other persons (collectively, "Permits") which are material to the businesses of the Company and the Company Subsidiaries as such
businesses are now being conducted, except as described in Schedule 4.14 under the Disclosure Letter.  The Company or the applicable
Company Subsidiary is in compliance in all material respects with the terms of all such material Permits.  All such Permits are in
full force and effect and, to Seller's knowledge, no suspension or cancellation of any of them has been threatened in writing.

4.15 ERISA Matters.
For purposes of this Agreement, the term Employee Benefit
Plans shall mean (i) all employee benefit plans (as such
term is defined in Section 3(3) of the Employee Retirement Income Security
Act of 1974, as amended (ERISA), (ii) all profit sharing,
deferred compensation, bonus, stock option, stock purchase, pension, retainer,
consulting, retirement, severance, welfare or incentive plan, agreement or
arrangement maintained by the Company or any ERISA Affiliate, and (iii) any
plan, agreement or arrangement providing for fringe benefits or perquisites,
including but not limited to, benefits relating to automobiles, clubs, child
care, vacation, sick leave, holiday leave and other leave, of which the Company
or any member of the same controlled group of businesses as the Company within
the meaning of Section 414(b), (c), (m) or (o) of the Code (an ERISA
Affiliate) is or ever was a participating employer or ever was a sponsor
as to which the Company or any ERISA Affiliate makes or ever made contributions
or is or ever was required to make contributions. Schedule 4.15 under the
Disclosure Letter lists each Employee Benefit Plan currently providing benefits
or coverage to current or former employees, officers, directors or agents of the
Company or to employees of an ERISA Affiliate that are leased to the Company
(Company Employee Benefit Plans). Seller has delivered to
Purchaser true and complete copies of all documents and, to the extent
applicable, summary plan descriptions and the most recent Form 5500 annual
report filed with respect to each Company Employee Benefit Plan. Except as set
forth on Schedule 4.15 under the Disclosure Letter, neither the Company nor any
Company Subsidiary sponsors any of the Employee Benefit Plans. No Employee
Benefit Plan is or ever was a multi-employer plan, as defined in
Section 3(37) of ERISA, a plan subject to Title IV of ERISA, or a plan
subject to Section 412 of the Code. Each Employee Benefit Plan which is required
to comply with the provisions of Sections 4980B and 4980C of the Code, or
with the requirements referred to in Section 4980D(a) of the Code, has
complied in all material respects, and, except as required by such sections of
the Code, no Employee Benefit Plan which is a welfare benefit plan,
as defined in Section 3(1) of ERISA, provides for post-employment benefits. Each
of the Employee Benefit Plans which is intended to be a qualified plan under
Section 401(a) of the Code has received a favorable determination letter
from the Internal Revenue Service (and the Seller has delivered a copy of such
letter to Purchaser), except as set forth in Schedule 4.15 under the Disclosure
Letter, no such Employee Benefit Plan has been amended since the date of such
determination letter, and each such Employee Benefit Plan has been operated in
all material respects in accordance with its terms and with the provisions of
the Code. All of the Employee Benefit Plans have been administered and
maintained in all material respects in compliance with ERISA, the Code and all
other applicable laws. None of Seller, the Company or any ERISA Affiliate has
any knowledge of any circumstances which reasonably might result in any material
liability, tax or penalty, including, but not limited to, a penalty under
Section 502 of ERISA, as a result of a breach of any duty under ERISA or
under other laws. All contributions required to be made to each of the Employee
Benefit Plans under the terms of that Employee Benefit Plan, ERISA, the Code or
any other applicable laws have been timely made. Other than routine claims for
benefits under the Employee Benefit Plans, there are no pending, or, to the
knowledge of Seller or the Company, threatened, investigations, proceedings,
claims, lawsuits, disputes, actions, audits or controversies involving the
Employee Benefit Plans, or the fiduciaries, administrators, or trustees of any
of the Employee Benefit Plans or the Company or any ERISA Affiliate of either as
the employer or sponsor under any Employee Benefit Plan, with any of the
Internal Revenue Service, the Department of Labor, the Pension Benefit Guaranty
Company, any participant in or beneficiary of any Employee Benefit Plan or any
other Person whomsoever. Neither Seller nor the Company knows of any reasonable
basis for any such claim, lawsuit, dispute, action or controversy. Schedule 4.15
sets forth the total number of individuals to whom Purchaser is obligated to
provide group health plan benefits pursuant to Section 7.7(e), and Schedule 4.15
sets forth all information regarding claims made by such individuals for the
time periods specified in such schedule that have been provided to Seller by the
applicable insurers.

- 17 -

---

4.16     Labor and Employment Matters.

(a)      Schedule 4.16(a) under the Disclosure Letter lists all current employee handbooks utilized by the Company and the Company
Subsidiaries, and a complete copy of each handbook has been provided to Purchaser.

(b)      Except as provided in Schedule 4.11 under the Disclosure Letter and except in accordance with the contracts, agreements,
plans or programs identified in Schedule 4.16(b) under the Disclosure Letter, no individual will accrue or receive material
additional benefits, service or accelerated rights to payment of benefits as a result of the transactions contemplated by this
Agreement (either alone or combined with any other event or transaction).  There are no collective bargaining agreements or other
material labor agreements to which the Company or any Company Subsidiary is a party.

(c)      The Company and the Company Subsidiaries are in compliance in all material respects with all applicable Laws relating to the
employment of labor, including those related to wages, hours, occupational safety and health, plant closings and mass layoffs,
immigration, collective bargaining and the payment and withholding of Taxes and other sums as required by appropriate Governmental
Entities, and there has been withheld and paid to the appropriate Governmental Entities, or there is being held for payment not yet
due to such Governmental Entities, all amounts required to be withheld from the employees of the Company and the Company
Subsidiaries, and neither the Company nor any Company Subsidiary is liable for any arrears of wages, Taxes, penalties or other sums
for failure to comply with any of the foregoing except for such failures which would not, individually or in the aggregate, be
expected to have a Material Adverse Effect.

- 18 -

---

(d)      As of the date hereof, and except as set forth in Schedule 4.16(d) under the Disclosure Letter, there is no (i) unfair labor
practice complaint against the Company or any Company Subsidiary pending before the National Labor Relations Board or any other
federal, state, local or foreign agency or Governmental Entity; (ii) pending labor strike, work stoppage, work slow down or lockout
affecting the Company or any Company Subsidiary; (iii) pending material grievance or unfair dismissal proceeding relating to the
Company or any Company Subsidiary; (iv) material claim by employees of the Company or any Company Subsidiary alleging discrimination
under any federal, state or local law or constitution, including claims of discrimination or retaliation based on race, color, creed,
age, sex, sexual orientation, national origin, religion or disability; (v) other material claims affecting the Company or any Company
Subsidiary relating to employment, including those based on statute, contract or tort; (vi) pending representation question or union
organizing activities respecting a significant number of the employees of the Company or any Company Subsidiary; or (vii) to the
knowledge of Seller, threat, investigation, charge or complaint with regard to any of the foregoing relating to the Company or any
Company Subsidiary.

4.17 Personnel, etc.
Set forth on Schedule 4.17 under the Disclosure Letter is a list setting forth
the name of each employee, officer and director of the Company and each Company
Subsidiary and providing information about their employment.

All payroll records
relating to non-officer employees heretofore provided to Purchaser are accurate
and complete in all material respects.

4.18 Insurance. The
Company or Seller maintains insurance policies which Seller believes are in
amount and character, including with respect to the perils or hazards covered
thereby, substantially similar to that carried by entities engaged in similar
businesses and which Seller believes to be adequate in all material respects for
the businesses of the Company and the Company Subsidiaries. Neither Seller nor
the Company has received any notice of cancellation or material amendment of any
such policies. The execution and delivery of, and the consummation of the
transactions contemplated by, this Agreement will not result in any such
cancellation or amendment, except as set forth in Schedule 4.18 under the
Disclosure Letter.

4.19 Environmental
Matters. Except as set forth in Schedule 4.19 under the Disclosure
Letter, the Company and the Company Subsidiaries have in all material respects
complied with and are in compliance with all Laws applicable to them or any of
their properties, assets, operations and businesses relating to environmental
protection including, without limitation, standards relating to air, water, land
and the generation, storage, transportation, treatment or disposal of Hazardous
Substances and Hazardous Wastes (each as defined herein) (collectively,
Environmental Laws). Except as set forth in
Schedule 4.19 under the Disclosure Letter, neither the Company nor any
Company Subsidiary has any contingent liability in connection with any release
of any Hazardous Waste or Hazardous Substance into the environment. None of
Seller, the Company or any Company Subsidiary has received notice that the
operation of the business of the Company or any Company Subsidiary is in
violation of any applicable Environmental Laws and there are no pending or, to
the knowledge of Seller, threatened claims, administrative proceedings,
judgments, declarations or orders relating to the violation of such
Environmental Laws. To the knowledge of Seller, no employee of the Company or
any Company Subsidiary has been exposed in the course of his or her employment
with the Company or any Company Subsidiary to any regulated or prohibited
substances or any materials produced or used in any manner that can give rise to
any material liability under any applicable Environmental Law.
Hazardous Substance shall mean as such term is defined in any
applicable state or federal Environmental Law and shall include any substance in
any concentration that is: (A) listed, classified or regulated pursuant to any
of the Environmental Laws; (B) any petroleum product or by-product,
asbestos-containing material, lead-containing paint or plumbing, polychlorinated
biphenyls, chlorinated or other solvent or lubricant, metal, radioactive
materials or radon; or (C) any other substance which is or may be the subject of
regulatory action by any Governmental Entity pursuant to any Environmental Law.
Hazardous Waste shall mean as such term is defined in any
applicable state or federal Environmental Law and shall include any substances
listed, classified, regulated or considered to be hazardous waste pursuant to
any of the Environmental Laws.

- 19 -

---

4.20 Brokers. Except
as set forth in Schedule 4.20 under the Disclosure Letter, all negotiations
relative to this Agreement and the transactions contemplated hereby have been
carried on by Seller and the Company directly with Purchaser and without the
intervention of any other person and in such manner as not to give rise to any
valid claim against any of the parties for any finders fee, brokerage
commission or like payment. Seller shall pay any such finders fee,
brokerage commission or payment that is due to the entity listed on Schedule
4.20 under the Disclosure Schedule and shall indemnify Purchaser for any such
obligation.

4.21 Books of
Account. The books, records and accounts of the Company accurately and
fairly reflect in all material respects, in reasonable detail, the transactions
and the assets and liabilities of the Company and the Company Subsidiaries. The
Company maintains a system of internal accounting control sufficient to provide
reasonable assurances that (i) transactions are executed in accordance with
managements general or specific authorizations, (ii) transactions are
recorded as necessary to permit preparation of financial statements in
conformity with GAAP, (iii) access to assets, properties, books, records and
accounts is permitted only in accordance with managements general or
specific authorization and (iv) the recorded accounting for assets is compared
with the existing assets at reasonable intervals and appropriate action is taken
with respect to any differences.

4.22     Mortgage Servicing Representations.

(a)      Advance.  Each Advance made by the Company was made in accordance with Applicable Requirements, is a valid and subsisting
amount owing to Company, is carried on the books of the Company at values determined in accordance with GAAP and is not subject to
any set-off or claim that could reasonably be expected to be asserted against the Company, and the Company has not received any
notice from an Investor, Insurer or other appropriate party in which the Investor, Insurer or other party disputes or denies a claim
by the Company for reimbursement in connection with an Advance, except, in any such case, as described in Schedule 4.22 under the
Disclosure Letter.

- 20 -

---

(b)      Mortgage Servicing Qualification.  The Company: (a) to the extent required for the ownership or administration of the
Servicing, is approved (i) by HUD as a Title I Nonsupervised Lender and Title II Nonsupervised Mortgagee and servicer for FHA Loans,
(ii) by VA as an approved servicer for VA Loans, (iii) by FNMA and FHLMC as an approved servicer of residential mortgages and (iv) by
GNMA as an approved Issuer authorized to act as subcontract servicer of GNMA-guaranteed mortgage-backed securities, (b) has all other
material Permits that are necessary to own or administer the Servicing (or, where legally permissible, any waiver of or exemption
from any of the foregoing by such Agency or State Agency) and (c) is in good standing under all applicable federal, state and local
laws and regulations thereunder as a servicer, except in any such case, as described in Schedule 4.22 under the Disclosure Letter.
Neither Seller, the Company or Company Subsidiary has received any notice or information from any Governmental Entity that it intends
to terminate or restrict Company's status as an approved participant in its programs for which such Company is as of the date hereof
registered, approved or authorized.

4.23     Mortgage Loans.

(a)      Information.  All information contained in each mortgage servicing file (including imaged documents) with respect to a
Mortgage Loan with regard to servicing activity is complete in accordance with the Applicable Requirements and accurate in all
material respects as of the effective dates of such information.

(b)      Application of Funds.  All payments received by the Company with respect to any Mortgage Loans have been remitted and
properly accounted for as required by Applicable Requirements.  All funds received by the Company or any Company Subsidiary in
connection with the satisfaction of Mortgage Loans, including but not limited to foreclosure proceeds and insurance proceeds from
hazard losses, have been deposited in the appropriate Custodial Account and all such funds have been applied to reduce the principal
balance of the Mortgage Loans in question, or for reimbursement of repairs to the Mortgaged Property or as otherwise required by
Applicable Requirements and the Servicing Agreements or are and will be in one of the Custodial Accounts on the Closing Date.  All
taxes, governmental assessments, insurance premiums, water, sewer and municipal charges, leasehold payments, or ground rents which
previously became due and owing have (to the extent Company maintains a Custodial Account with respect thereto) been paid prior to
the imposition of any penalty with respect thereto (if so required by the Applicable Requirements), or an escrow of funds with
respect to taxes and insurance premiums has been established in an amount sufficient (based on the most recent escrow analysis
thereof performed in accordance with the Applicable Requirements) to pay for such item which remains unpaid and which has been
assessed but is not yet due and payable.

- 21 -

---

(c)      General Servicing of Mortgage Loans.  Each Mortgage Loan has been serviced in accordance with Applicable Requirements in all material respects.

(i)               None of the Servicing Agreements constitutes a Recourse Obligation to Company, as Servicer, except as disclosed in
Schedule 4.23(c) under the Disclosure Letter.

(ii)              Except as disclosed in Schedule 4.23(c) under the Disclosure Letter, there exists no fact or circumstance that would
entitle any Insurer or Investor to (i) demand from the Company or any Company Subsidiary either repurchase of any Mortgage Loan or
the related Mortgaged Property or indemnification for losses, (ii) impose on the Company or any Company Subsidiary sanctions or
penalties in respect of any Mortgage Loan, or (iii) rescind any insurance policy or reduce insurance benefits in respect of any
Mortgage Loan which would result in a breach of any obligation of the Company or any Company Subsidiary under any Material Contract.

(d)      Custodial Accounts.  All Custodial Accounts are maintained in accordance with Applicable Requirements.  Except as to
payments that are past due under the Mortgage Loan, all Custodial Account balances required by the Mortgage Loan Documents and paid
to the Company for the account of the Mortgagor and the Company are on deposit in the appropriate Custodial Accounts.

(i)               All payments for taxes, assessments, ground rents, mortgage insurance, hazard and flood insurance or other payments
made from the Custodial Accounts have been made as required by Applicable Requirements, and the Company has paid to the Mortgagor
interest on any such payments deposited in the Custodial Accounts to the extent such payment is required by Applicable Requirements,
in each case to the extent that the Company was timely notified or otherwise became aware that such amounts were unpaid, due and
owing.

(ii)              Within the twelve (12) month period prior to the Closing Date, Company has analyzed the payments required to be
deposited into the Custodial Accounts and adjusted the payment thereto in order to eliminate any deficiency that the Company may have
discovered, except with respect to Mortgage Loans received by the Company within the twelve (12) month period prior to the Closing
Date.  Where required by Applicable Requirements, the Company has notified each Mortgagor, in accordance with the Applicable
Requirements, as to any payment adjustments which resulted from an escrow analysis.

- 22 -

---

(e)      Hazard and Flood Insurance.

If required by the Applicable Requirements, there is in force with respect to each Mortgaged Property a
hazard insurance policy that provides, at a minimum, for fire and extended coverage in an amount which is in no event less than the
amount required under such Applicable Requirements.  If required by the Flood Disaster Protection Act of 1973, as amended, or by the
Investor, each Mortgaged Property is and will be covered by a flood insurance policy in an amount not less than the maximum amount of
insurance required under Applicable Requirements.  To Seller's knowledge, all such insurance policies are in full force and effect,
and all premiums with respect to such policies have been paid and will inure to the benefit of Purchaser on behalf of the Investor
upon the consummation of the transactions contemplated by this Agreement.  Neither Seller nor Company has engaged in any act or
omission that would impair the coverage of any such policy, the benefits of the endorsement provided for therein, or the validity and
binding effect of either.

(f)      Condition of Mortgaged Property.  Neither Seller nor the Company has engaged in any activity that involves or involved the
generation, use, manufacture, treatment, transportation, storage in tanks or otherwise, or disposal of Hazardous Substances on or
from any Mortgaged Property.

(g)      Qualified Written Requests.  The Company has responded to "qualified written requests" in accordance with the requirements
of the Real Estate Settlement Procedures Act.

(h)      Fraud.  No fraudulent action with respect to a Mortgage Loan has taken place on the part of Seller or the Company.

(i)      IRS Reports.  The Company has filed all IRS forms that are required to be filed with respect to the Servicing.

(j)      Release of Fully-paid Mortgage Loans.  All Mortgage Loans that have been fully paid have been released within the time
period specified by Applicable Requirements, except as described in Schedule 4.23 under the Disclosure Letter.

(k)      Adjustable Rate Loans.  Except as disclosed in Schedule 4.23(k) under the Disclosure Letter, with respect to each ARM Loan,
each of the Company and its Company Subsidiaries and each Prior Servicer has (i) properly and accurately entered into its system all
data required to service the Mortgage Loan in accordance with all Applicable Requirements, (ii) properly and accurately adjusted the
mortgage interest rate on each interest adjustment date, (iii) properly and accurately adjusted the monthly payment on each payment
adjustment date, (iv) properly and accurately calculated the amortization of principal and interest on each payment adjustment date,
in each case in compliance with all Applicable Requirements, and (v) executed and delivered any and all necessary notices required
under, and in a form that complies with, all Applicable Requirements regarding the interest rate and payment adjustments.

- 23 -

---

4.24 Limitation on
Certain Representations. The representations and warranties of Seller set
forth in the last sentence of Section 4.5(b) and in
Sections 4.22 and 4.23 are made subject to, and to the extent of,
the Company having received full and correct information from each Prior
Servicer; provided, however, that this Section 4.24 shall have no
effect for purposes of determining whether a breach of any such representation
or warranty has occurred for purposes of Section 11 hereof.

4.25 CCL Litigation.
The release of claims against the Company provided for in the Settlement
Agreement [Wilshire/CCL], effective May 9, 2002, is fully
effective and the conditions specified therein, for which failure to satisfy
could give rise to the termination of that settlement agreement and the
reinstatement of claims, have been fully satisfied, except for the delivery of
an executed cross-release between the parties that have settled with the
Claimants, as provided in Section 5.12 of said Settlement Agreement
[Wilshire/CCL].

4.26 No Other
Representations or Warranties. Except for the representations and warranties
contained in this Section 4, neither Seller nor any other person acting
on behalf of Seller or the Company makes any other express or implied
representation or warranty on behalf of any of such persons or entities.

5.       Representations and Warranties by Purchaser.  Purchaser represents and warrants to Seller as follows:

5.1 Corporate
Organization. Purchaser is a corporation duly organized, validly existing
and in good standing under the laws of Delaware and has the corporate power and
authority to carry on its business as now being conducted by it.

5.2      Authorization of Agreement; No Violation.

(a)      Purchaser has the corporate power and authority to enter into this Agreement, to acquire and own the Purchased Stock, to
perform its obligations hereunder and to consummate the transactions contemplated hereby.  The execution and delivery of this
Agreement, the purchase of the Purchased Stock and the consummation of the other transactions provided for hereby have been duly and
validly authorized by all necessary corporate and other action of Purchaser.  This Agreement has been duly and validly executed and
delivered by Purchaser and, assuming the due authorization, execution and delivery by Seller, constitutes a legal, valid and binding
obligation of Purchaser enforceable against Purchaser in accordance with its terms, except as such enforceability may be limited or
affected by (i) bankruptcy, insolvency, reorganization, moratorium, liquidation, arrangement, fraudulent transfer, fraudulent
conveyance and other similar laws (including, without limitation, court decisions) now or hereafter in effect and affecting the
rights and remedies of creditors generally or providing for the relief of debtors, (ii) the refusal of a particular court to grant
equitable remedies, including, without limitation, specific performance and injunctive relief, and (iii) general principles of equity
(regardless of whether such remedies are sought in a proceeding in equity or at law).

- 24 -

---

(b)      The execution and delivery of this Agreement by Purchaser do not, and the performance and consummation of this Agreement by
Purchaser will not (i) violate or conflict with any provision of the certificate of incorporation or by-laws (or other organizational
documents) of Purchaser, (ii) conflict with or violate any Law applicable to Purchaser or by which any of its properties are bound or
affected or (iii) conflict with or result in any breach of or constitute a default (or an event that with notice or lapse of time or
both would become a default) under any provision of any contract or agreement of any kind to which Purchaser is a party or by which
Purchaser or any of its properties is bound or affected, except in the case of clauses (ii) and (iii) for any such conflicts,
violations, breaches, defaults or other occurrences which would not reasonably be expected to materially impair or delay the ability
of Purchaser to effect the Closing.

(c)      No Third Party Consent is required to be obtained or made by Purchaser in connection with the execution, delivery and
performance of this Agreement or the consummation of the transactions contemplated hereby, except (i) for compliance with the
notification filing and waiting period requirements under the HSR Act, (ii) for such as are listed on Schedule 5.2(c) hereof or (iii)
where the failure to obtain or make such consent, license, approval, permit, authorization, registration or filing would not have a
Material Adverse Effect.

5.3 Litigation.
There are no Actions either at law or in equity, or before any commission or
other administrative authority in any federal, state, local or foreign
jurisdiction, of any kind now pending or, to the knowledge of Purchaser,
threatened against Purchaser which would reasonably be expected to impair or
delay the ability of Purchaser to effect the Closing.

5.4 Brokers. Except
as set forth in Schedule 5.4, all negotiations relative to this Agreement
and the transactions contemplated hereby have been carried on by Purchaser
directly with Seller and the Company, and without the intervention of any other
person and in such manner as not to give rise to any valid claim against any of
the parties for a finders fee, brokerage commission or like payment.
Seller shall pay any such finders fee, brokerage commission or payment
that is due to the entity listed on Schedule 5.4 under the Disclosure Schedule
and shall indemnify Purchaser for any such obligation.

5.5 Investment
Representation. Purchaser is acquiring the Purchased Stock for its own
account for the purpose of investment and not with a view to the distribution
thereof or dividing all or any part of its interest therein with any other
person. Purchaser acknowledges that the sale of the Purchased Stock has not been
registered under the Securities Act of 1933, as amended, or under any applicable
Securities Laws and that the Purchased Stock may not be sold, transferred,
offered for sale, pledged, hypothecated or otherwise disposed of without
registration under, pursuant to an exemption from or in a transaction not
subject to any applicable Securities Laws.

- 25 -

---

5.6 No Additional
Representations by Seller. Purchaser acknowledges that neither Seller nor
any other person or entity acting on behalf of Seller has made any
representation or warranty, expressed or implied, oral or written, as to the
accuracy or completeness of any information regarding the Purchased Stock, the
Company and the Company Subsidiaries or their businesses, except as expressly
set forth in this Agreement or the Schedules, and neither Seller nor any other
person or entity acting on behalf of Seller will have or be subject to any
liability to Purchaser or any other person resulting from the distribution to
Purchaser, or Purchasers use, of any memoranda or sale book,
or any information, document, or material made available to Purchaser in certain
data rooms, management presentations, investment banker
presentations or any other form, in expectation of the transactions contemplated
by this Agreement.

5.7 Financing.
Purchaser has the ability to finance all payments to be made by Purchaser in
connection with the transactions under this Agreement. Purchaser will ensure the
continued ability to finance such amounts in accordance with the terms of this
Agreement and will not take any action between the date hereof and the Closing
Date which would impair such ability or financing.

5.8 No Other
Representations or Warranties. Except for the representations and warranties
contained in this Section 5, neither Purchaser nor any other person makes
any other express or implied representation or warranty on behalf of Purchaser.

6.       Covenants of Seller.  Seller covenants and agrees with Purchaser as follows:

6.1 Access to
Information and Documents. Prior to the Closing, Seller shall give to
Purchaser and to Purchasers Representatives reasonable access during
normal working hours to any and all of the personnel and the books, records,
agreements, other documents and files (collectively, Records)
of the Company as Purchaser or Purchasers Representatives may reasonably
request, and Seller shall furnish to Purchaser and Purchasers
Representatives such information and copies of Records pertaining to the Company
as Purchaser or Purchasers Representatives shall reasonably request. In
connection with such access, Purchaser shall, and shall cause Purchasers
Representatives to, use its and their reasonable best efforts to minimize any
disruption of the business and operations of the Company and Seller.

6.2 Conduct of Business
Pending Closing. From the date hereof until the Closing, except as consented
to by Purchaser in writing (which consent shall not be unreasonably withheld) or
as otherwise expressly contemplated by this Agreement (including, without
limitation, pursuant to Section 6.7 hereof), Seller agrees as
follows:

(a)      The Company and each Company Subsidiary shall be maintained at all times as a corporate entity validly existing and in good
standing under the laws of the applicable jurisdiction of incorporation or formation;

(b)      The Company and the Company Subsidiaries shall each carry on its business and operations substantially in the manner carried
on as of the date hereof and shall not engage in any activity or transaction or make any commitment to purchase, lend or spend other
than in the ordinary course of its business and consistent with past practices except that no new Servicing shall be purchased;

- 26 -

---

(c)      The Company shall not declare, authorize or pay any distribution or dividend to Seller or accept any capital contribution or
forgiveness of indebtedness, other than as provided in Schedule 6.2(c) under the Disclosure Letter;

(d)      Neither the Company nor any Company Subsidiary shall pay or grant or increase any compensation, commission, option,
severance or termination payment or bonus to any director, officer, employee, sales representative, broker or independent contractor
as such, except (i) in the ordinary course of business and consistent with past practices,  (ii) bonuses described in
Schedule 4.16(b) under the Disclosure Letter; and (iii) payments described in Schedule 6.2(d) under the Disclosure Letter, which
bonuses and payments described in clauses (ii) and (iii) shall be paid immediately prior to the Closing by Seller or the Company;

(e)      The Company shall use its commercially reasonable efforts to continue to maintain its credit arrangement to fund Advances
and to carry all of its existing insurance;

(f)      Neither the Company nor any Company Subsidiary shall sell, license, assign or otherwise dispose of or pledge or otherwise
encumber, any of its properties or assets, or obligate itself to do any of the foregoing, except in the ordinary course of its
business;

(g)      Neither the Company nor any Company Subsidiary shall amend its certificate or articles of incorporation or by-laws or other
organizational documents;

(h)      The Company and the Company Subsidiaries shall each use its commercially reasonable efforts to preserve intact its business
organization, Permits, maintain its rights, licenses and franchises (including all Intellectual Property rights and licenses) and to
preserve the goodwill of any clients, co-investors and others having business relationships with the Company and the Company
Subsidiaries;

(i)      Neither the Seller, Company, nor any Company Subsidiary shall implement any change in accounting principles, practices or
methods or, for Tax purposes, request any such change;

(j)      The Company shall use its commercially reasonable efforts to maintain its books, accounts and records in the ordinary course
of business, and to maintain and keep its and the Company Subsidiaries' properties and assets in good repair and condition, subject
to ordinary wear and tear provided that the Company shall not make any capital expenditure or commitment in excess of Two Hundred
Fifty Thousand Dollars  ($250,000);

- 27 -

---

(k)      The Company shall use its commercially reasonable efforts to pay its and the Subsidiaries' debts and Taxes in a timely
manner, subject to good faith disputes, and to pay any other debts or perform any other obligations in a timely manner;

(l)      The Company shall use its commercially reasonable efforts to retain its and the Subsidiaries' employees, officers and agents
and maintain satisfactory relationships with such employees, officers and agents and maintain its current termination, compensation,
hiring and promotion practices;

(m)      The Company shall not change the number of authorized or outstanding shares of its capital stock or affect any
reclassification thereof, or issue, grant, sell or pledge any shares of its capital stock or warrants, options or other rights
therein;

(n)      Neither the Company nor any Company Subsidiary shall enter into any Material Contract, other than contracts for the
servicing of mortgage or other loans entered into in the ordinary course of business, consistent with past practice, incur any new
indebtedness for borrowed money or incur any material liabilities, except for borrowing funds from its current credit lines for
making payments required or permitted to be made under this Agreement prior to or at Closing;

(o)      Neither the Company nor any Company Subsidiary shall incur any contingent liability as a guarantor or otherwise with respect
to the obligation of others or any other contingent or fixed obligations or liabilities, or make any loans or advances to any person,
except for advances made to employees for expenses in the ordinary course of business;

(p)      The Company shall not acquire, directly or indirectly, or agree to acquire an equity interest or substantially all the
assets of any business, corporation, partnership, joint venture or other business organization by merger, consolidation, exchange,
purchase or otherwise;

(q)      Neither the Company nor any Company Subsidiary shall (i) file any Action, other than to enforce the terms of the Mortgage
Loans or (ii) settle any Action filed or otherwise instituted against it if such settlement would contain relief other than monetary
damages or a modification, release or adjustment of the Mortgage Loan that is the subject of the Action;

(r)      Neither the Company nor any Company Subsidiary shall enter into any new line of business;

- 28 -

---

(s)      Neither Seller, the Company, nor any Company Subsidiary will execute or consent to any waivers extending the statutory
period of limitations with respect to any Action involving the Company or any Company Subsidiary or the collection or assessment of
any Taxes, or amend any Tax Returns;

(t)      Neither Seller, the Company, nor any Company Subsidiary will amend any Tax Returns, prepare or file any Tax Returns in a
manner that is inconsistent with its past practice in preparing or filing similar Tax Returns in prior periods, or make or rescind
any express or deemed election relating to Taxes or change any of its methods of reporting income or deductions for Tax purposes.

(u)      Neither Seller, the Company, nor any Company Subsidiary will commence any litigation or proceeding with respect to any Tax
Liability or settle or compromise any Tax Liability; and

(v)      Neither Seller, the Company, nor any Company Subsidiary shall take any action intended or reasonably likely to result in (i)
a Material Adverse Effect with respect to the Company, (ii) any of the representations and warranties of Seller set forth in this
Agreement being or becoming untrue in any material respect at any time at or prior to the Closing Date, (iii) any of the conditions
set forth in Article Eight not being satisfied in a timely manner or (iv) a material violation of any provision of this Agreement,
except, in each case, as required by applicable Law or Applicable Requirements.

6.3 Consents and
Approvals. Seller shall use its commercially reasonable efforts to obtain
prior to the Closing all Third Party Consents required to be obtained by Seller
or the Company in connection with the execution, delivery and performance of
this Agreement and the consummation of the transactions provided for hereby or
otherwise necessary for the operation of the businesses of the Company and the
Company Subsidiaries on and after the Closing Date.

6.4 Financial Statement
Deliveries. As soon as is reasonably practicable and in no event later than
twenty five (25) days from the last day of each fiscal month between the date of
this Agreement and the Closing Date, Seller shall prepare and provide to
Purchaser monthly consolidated balance sheets of the Company and the Company
Subsidiaries and related consolidated statements of income utilizing the same
methodology currently used in preparing the Companys consolidated
financial statements but in all events in accordance with GAAP.

6.5 Notice of Actions,
Proceedings and Other Matters. Seller shall promptly notify Purchaser of any
Actions commenced or, to the knowledge of Seller, threatened, involving or
affecting the Company, any Company Subsidiary or any of their respective
properties or assets, or against any employee, consultant, director or officer
of the Company or any Company Subsidiary, in his, her or its capacity as such,
except for any threatened individual Action regarding a mortgagor or any obligor
that would not reasonably be expected to result in a class action, investigation
by a Governmental Entity or a Material Adverse Effect as to which Seller shall
notify Purchaser on a monthly basis. Seller shall give prompt notice to
Purchaser of any notice of, or other communication relating to, a breach,
default or event which, with notice or lapse of time or both, would become a
breach or default, received by Seller subsequent to the date of this Agreement
and prior to the Closing Date, under any Material Contract, and any notice or
other communication from any third party or Governmental Entity alleging that
the consent or approval of such third party or Governmental Entity is or may be
required in connection with the transactions contemplated by this Agreement,
unless Seller or the Company is then pursuing such approval or consent. Seller
shall promptly notify Purchaser of the occurrence, or non-occurrence, of any
event the occurrence, or non-occurrence, of which would be reasonably likely to
cause any representation or warranty by Seller contained in this Agreement to be
materially untrue or inaccurate and any material failure to comply with or
satisfy any covenant, condition or agreement to be complied with or satisfied by
Seller hereunder. In addition, Seller shall give prompt notice to Purchaser of
any facts or circumstances that arise or become evident after the date of this
Agreement and on or before the Closing Date that might result in a Material
Adverse Effect.

- 29 -

---

6.6 No Shop; Notice of
Proposals. Until the Closing Date or termination of this Agreement, Seller
shall not, directly or indirectly, solicit, initiate, or encourage any inquiries
or proposals that constitute, or could reasonably be expected to lead to, a
proposal or offer for a merger, consolidation, business combination, sale of
substantial assets, sale of shares of capital stock or similar transactions
involving the Company or any Company Subsidiary (other than an Excluded Asset),
other than the transactions contemplated by this Agreement (any of the foregoing
inquiries or proposals being referred to in this Agreement as an
Acquisition Proposal), engage in negotiations or discussions
concerning, or provide any non-public information to any person or entity
relating to, any Acquisition Proposal, or agree to, approve or recommend any
Acquisition Proposal. Without limiting the foregoing, it is understood that any
violation of the restrictions set forth in this Section 6.6 by any
director, officer or affiliate of Seller or the Company or any investment
banker, financial advisor, attorney, accountant or other representative of any
of them, if any of such persons is acting at their direction or with actual
knowledge, shall be deemed to be a breach of this Section 6.6 by
Seller.

6.7 Preclosing
Transactions. Seller shall, on or prior to the Closing Date, transfer or
cause to be transferred to the Company or a Company Subsidiary, as appropriate,
all contracts and other assets currently held by Seller or any of the
Subsidiaries other than the Company or the Company Subsidiaries that relate
solely or primarily to the business of the Company or the Company Subsidiaries,
and shall, at its sole cost and expense, cause the Company or the applicable
Company Subsidiary to transfer to Seller or one of the Subsidiaries (other than
the Company or the Company Subsidiaries), all contracts or other assets
currently held by the Company or any Company Subsidiary that do not relate
solely or primarily to such business; provided, however, that in no event shall
Seller cause the transfer of any Contract or other asset that is necessary for
the operation of the businesses of the Company and the Company Subsidiaries on
and after the Closing Date as such businesses are conducted on the date hereof.
Seller and its Affiliates shall transfer all of its rights to the Intellectual
Property Assets to the Company or a Company Subsidiary, as appropriate, through
duly executed assignment agreements and, in the case of the Intellectual
Property that is registered with federal or state offices or agencies, through
executed and notarized assignment documents that meet the filing requirements of
the applicable offices or agencies. Seller shall file each such assignment
document with the applicable federal or state office or agency and provide to
Purchaser copies of each such assignment document, together with evidence of the
required filing. In addition, at Sellers sole cost and expense, including
without limitation obtaining any Third Party Consents, Seller shall complete the
preclosing transactions between it and the Company described in Schedule 6.7
under the Disclosure Letter. Prior to the Closing (i) the Company will transfer
all of the Excluded Assets to Seller, one or more Subsidiaries (other than a
Company Subsidiary) or third parties and (ii) the Company will transfer all of
the Excluded Liabilities to Seller, one or more Subsidiaries (other than a
Company Subsidiary) or third parties and such transferee will assume all of the
Excluded Liabilities. The purchase price for all transfers of Excluded Assets
that are made to Seller or any Subsidiary (other than a Company Subsidiary)
shall be at book value, shall be paid in cash or, in the case of transfers to
Seller, reduction of intercompany indebtedness owed by the Company and shall be
at Sellers sole cost and expense.

- 30 -

---

6.8      Tax Matters.

(a)      Seller shall make elections under Section 338(h)(10) of the Code (and any comparable election under state, local or foreign
Tax Laws) with respect to the acquisition of the Company and deemed acquisitions of WCICC Inc. (if it is not an Excluded Asset) by
Purchaser.  Purchaser and Seller shall cooperate fully with each other in the making of such election.  Other than the amount of
Taxes accrued or otherwise reflected as a liability on the Closing Date Balance Sheet, Seller shall be liable for all federal income
Taxes attributed to the Company and Company Subsidiaries for taxable periods ending on or before the Closing Date (including any
income Tax resulting from the Section 338(h)(10) Election).  Seller shall be liable for any state, local, or foreign income Tax
attributable to an election under the state, local, or foreign law similar to the election available under Section 338(h)(10) of the
Code.  Further, if a state, local or foreign jurisdiction does not have provisions similar to the election available under Section
338(h)(10) of the Code, Seller will be liable for any income Tax imposed on Company or Company Subsidiaries by such state, local
and/or foreign jurisdiction resulting from the transactions contemplated by this Agreement.  Other than the amount of Taxes accrued
or otherwise reflected as a liability on the Closing Date Balance Sheet, Seller will be liable for non-federal income Taxes of
Company or Company Subsidiaries for taxable periods ending on or before the Closing Date.  Seller shall prepare or cause to be
prepared and file or cause to be filed all Tax Returns required to be filed by or with respect to the Company or Company Subsidiaries
that relate to taxable periods ending on or before the Closing Date, including all such Tax Returns that are required to be filed
after the Closing Date.  Notwithstanding anything to the contrary in this Agreement, Purchaser and Seller agree to report all
transactions not in the ordinary course of business occurring on the Closing Date after Purchaser's purchase of the Purchased Stock
on Purchaser's federal income Tax Return to the extent permitted by Treasury Regulationss.1.1502-76(b)(1)(ii)(B); provided that, for
purposes of this sentence and Section 11.8 hereof all transactions arising out of the Section 338(h)(10) Elections and any other
transactions contemplated by this Agreement shall be considered to be in the ordinary course of business.

- 31 -

---

(b)      Any tax sharing agreement between Seller and its affiliates, on the one hand, and the Company and the Company Subsidiaries,
on the other hand, shall be terminated as of the Closing Date and will have no further effect for any taxable year (whether the
current year, a future year, or a past year).

(c)      Seller is responsible for the payment of all Taxes relating to the Company and Company Subsidiaries or their operations on
and prior to the Closing Date (other than transactions not in the ordinary course of business occurring on the Closing Date after
Purchaser's purchase of the Purchased Stock referred to in the last sentence of Section 6.8(a) hereof), including, without
limitation, the amounts due under all Tax Returns filed or caused to be filed by it pursuant to Section 6.8(a) and excluding the
amount of Taxes accrued or otherwise reflected as a liability on the Closing Date Balance Sheet (the payment of which amount shall be
the Purchaser's obligation).  Taxes for taxable periods beginning before the Closing Date and ending after the Closing Date shall be
allocated in accordance with Section 7.9(e).

(d)      Seller shall not take any action, nor shall it permit any member of the Seller Group to take any action, that would
terminate the Seller Group's privilege to file consolidated federal income Tax returns for the taxable year ending on December 31,
2003 and the taxable year that includes the Closing Date.  Seller shall cause the Seller Group to file timely consolidated federal
income Tax returns that include the Company and Company Subsidiaries for the taxable year ending on December 31, 2003 and for the
taxable year that includes the Closing Date.  Seller shall not withdraw such consolidated federal income Tax returns after such
returns are filed.  Seller shall not request permission to discontinue filing consolidated federal income Tax returns for the taxable
period that includes the Closing Date or any taxable year in which the Company and Company Subsidiaries were included in Seller
Group's consolidated federal income Tax returns.

6.9 Records. After
the Closing, upon reasonable written notice, Seller shall provide or cause to be
provided to Purchaser and Purchasers Representatives access, during normal
business hours, to such information (including such Records) and assistance as
is reasonably necessary for financial reporting and accounting matters, the
preparation and filing of any returns, reports or forms or the defense of any
lawsuit, proceeding or tax, environmental or other claim or assessment;
provided, however, that such access does not unduly disrupt the
normal operations of Seller.

6.10     Non-Competition Agreement.

(a)      For a period of five (5) years following the Closing Date, Seller shall not, and shall not permit any of its Affiliates,
Controlled by Seller, to, in any state in the United States, directly or indirectly, either as a principal, partner, agent, manager,
stockholder, director, officer or in any other capacity, own or operate or enter into a business that competes in the residential
mortgage servicing business in the United States (the "Restricted Business") on a de novo basis (it being understood that Seller and
its Affiliates Controlled by Seller may continue to service any mortgages currently serviced by any of them, and any new mortgages
originated by Seller or its Affiliates); provided, however, (i) that ownership of less than five percent (5%) of the voting stock of
any corporation engaged in the Restricted Business shall not constitute a violation hereof and (ii) that entering into or  engaging
in the Restricted Business as the result of any acquisition, merger, consolidation, or similar business combination shall not
constitute a violation hereof if (x) such transaction results in a change in control of Seller or (y) the entity with which such
transaction occurs is any entity (a) whose primary business on a consolidated or combined basis with all its Affiliates is not the
Restricted Business or (b) incorporated or headquartered outside of the United States that has outside the United States or derives
from outside the United States more than fifty percent (50%) of its assets, revenues or net income on a consolidated or combined
basis with all its Affiliates (based on the financial statements publicly available immediately prior to the entering into a
definitive agreement for such transaction).

- 32 -

---

(b)      Seller acknowledges that the restrictions and agreements contained in this Section 6.10 are reasonable and necessary to
protect the legitimate interests of Purchaser, and that any violation of this Section 6.10 will cause substantial and irreparable
injury to Purchaser that would not be quantifiable and for which no adequate remedy would exist at law and agrees that injunctive
relief, in addition to all other remedies, shall be available therefore.

(c)      Seller agrees that, for a period beginning on the date of this Agreement and ending on the date five (5) years following the
Closing Date, neither Seller nor its Affiliates Controlled by Seller will solicit for employment any of the Continuing Company
Employees; provided, however, that it is understood that this Section 6.10(c) shall not prohibit: (i) solicitation of any Continuing
Company Employee who contacts Seller or any Affiliates Controlled by Seller on his or her own initiative without any solicitation by
or encouragement from Seller or any Affiliates Controlled by Seller (excluding any solicitation by a professional search firm where
Seller or any of its Affiliates Controlled by Seller has not directed such firm to solicit that person); (ii) generalized
solicitations by advertising and the like which are not directed to the Continuing Company Employees; (iii) solicitations of
Continuing Company Employees whose employment was terminated by Purchaser or any Company or Company Subsidiary; or (iv) solicitations
of Continuing Company Employees who have terminated their employment with any Company or Company Subsidiary without any prior
solicitation (which would otherwise violate this Section 6.10(c)) by Seller or any of its Affiliates Controlled by Seller.

(d)      It is the intent and understanding of each party hereto that if, in any action before any court or agency legally empowered
to enforce this Section 6.10, any term, restriction, covenant, or promise is found to be unreasonable and for that reason
unenforceable, then such term, restriction, covenant, or promise shall not thereby be terminated but that it shall be deemed modified
to the extent necessary to make it enforceable by such court or agency and, if it cannot be so modified, that it shall be deemed
amended to delete therefrom such provision or portion adjudicated to be invalid or unenforceable.

- 33 -

---

6.11 Transactions with
Affiliates. On or prior to the Closing Date, each of the Company and the
Company Subsidiaries shall pay and discharge all amounts of indebtedness owed by
it to Seller or any Affiliate Controlled by Seller. All transactions between the
Company, on the one hand, and Seller or any Affiliate Controlled by Seller, on
the other hand, between the date of this Agreement and the Closing Date shall be
conducted only in a manner consistent with past practice and, at a minimum, on
terms reasonably believed to be as favorable to the Company as the Company could
receive from an unaffiliated third party; provided, however, that this
Section 6.11 shall not apply to corporate or administrative functions
performed by officers and employees in the ordinary course, or to the sharing of
facilities, equipment, and supplies in the ordinary course.

6.12 Reconciliation of
Custodial Accounts. As of the last applicable cut-off date for each
particular Investor of at least Ten Million Dollars ($10,000,000) in unpaid
principal balance of Mortgage Loans then serviced by Seller, the Company or any
Company Subsidiary which is no earlier than thirty (30) days prior to the
Closing Date (or, if applicable with respect to any particular Investor, such
later date on which the Company shall have completed a reconciliation of an
account in accordance with the current business practices of the Company), or,
in the case of custodial clearing accounts, as of the last day of the month
immediately preceding the month in which the Closing Date occurs (or, if
applicable with respect to any particular custodial clearing account, such later
date on which the Company shall have completed a reconciliation in accordance
with the current business practices of the Company), Seller shall cause the
Company to: (i) reconcile control group and pool balances to the trial balance;
(ii) properly balance and reconcile all Investor accounts and custodial clearing
accounts against cash requirements under the Servicing Agreements and/or Agency
and Investor guidelines; (iii) make available for Purchasers inspection
documentation to verify the accuracy of the reconciling and balancing activities
required under this Section 6.12, and to explain any discrepancies
identified in connection with such reconciling and balancing activities; and
(iv) on or before the Closing Date, fund any shortages to Custodial Accounts and
custodial clearing accounts existing as of the last applicable cut-off date for
each particular Investor which is no earlier than thirty (30) days prior to the
Closing Date (or, if applicable with respect to any particular Investor, such
later date on which the Company shall have completed a reconciliation of an
account in accordance with the current business practices of the Company) or the
last day of the month immediately preceding the month in which the Closing Date
occurs (or, if applicable with respect to any particular custodial clearing
account, such later date on which the Company shall have completed a
reconciliation in accordance with the current business practices of the
Company), as the case may be, which are not collected or cleared on or prior to
the Closing Date, with the exception of any shortages approved by Purchaser in
writing. The Seller shall cause the Company to use the level of prudence and
diligence customary in the industry to conduct the reconciling and balancing
activities required under this Section 6.12.

6.13 ARM
Corrections. Seller shall cause an ARM Loan audit to be performed based on a
sample of up to 250 ARM Loans using industry standard sampling techniques
identified by Purchaser after consultation with the Companys internal
audit group. The sample shall be selected by Purchaser in its sole discretion
within ten (10) business days after receipt by Purchaser of Sellers list
of ARM Loans currently serviced by the Company or any Company Subsidiary, and
the audit shall be completed within sixty (60) days after Seller is notified by
Purchaser of the sample selected by Purchaser. Based on the findings in such
audit, Seller shall (i) cause all identified servicing errors in any Mortgage
Loan that is an ARM Loan to be corrected in compliance with Applicable
Requirements, (ii) with respect to such identified errors, cause the Company or
one of its Company Subsidiaries to pay at its expense all necessary and
appropriate refunds to affected consumers, and (iii) if any systemic errors are
discovered, correct all such errors with respect to all affected loans in
accordance with the Companys normal policy and procedures.

- 34 -

---

6.14 Custodial Account
Balances. Upon Purchasers request, Seller shall transfer to a
depository designated by Purchaser the balances of all Custodial Accounts held
by its pursuant to Servicing Agreements as of the Closing Date by wire transfer
to such accounts, subject to the terms of such Servicing Agreements.

6.15 Escheatable
Funds. On or prior to the Closing Date, Seller shall, or shall cause the
Company to, have paid all amounts (including applicable fines and penalties) in
respect of funds, subject to escheat or custodial taking for which it has issued
a report in payment to the appropriate state authorities.

6.16 Vesting. Seller
shall cause each Continuing Company Employee to be fully vested in his or her
account under the Sellers Group 401(k) salary savings and profit sharing
plan as of the Closing.

6.17 Wilshire Name.
Prior to Closing, Seller and the Company shall terminate effective as of the
Closing Date that certain Service Mark License Agreement dated as of October 26,
1996 by and between them; provided that Seller and its Subsidiaries shall be
entitled to continue to use such name for a reasonable period of time, not to
exceed one hundred twenty (120) days after the Closing, in order to effectuate
the change in their corporate names with Governmental Entities and in connection
with the use of existing materials, including existing inventories, office
supplies and equipment, bearing such name or having such name affixed thereto,
and shall thereafter be entitled to use such name to identify Seller as
formerly known as or fka Wilshire Financial
Services Group Inc. In addition, the Company shall grant a non-exclusive,
personal, nontransferable, royalty-free, limited right and license to Seller to
use the Mark solely in connection with the special purpose entities and other
entities of Seller listed on Schedule 6.17 for the duration of such
entities respective existences. At or prior to Closing, the Company and
Seller shall document the foregoing rights in a service mark license agreement
that contains standard terms and conditions for such license agreements and
other provisions that are reasonably acceptable to the Company and Seller.
Sellers rights to use the Mark with respect to each entity listed on
Schedule 6.17 under the Disclosure Letter shall terminate upon the
termination of the applicable entity.

6.18 HSR Act. As
promptly as practicable after the execution of this Agreement, Seller shall file
the required notification under and in accordance with the HSR Act and shall use
its commercially reasonable efforts to obtain early termination or expiration of
the applicable waiting period thereunder. Subject to advise of counsel, Seller
shall respond as promptly as practicable to any inquiries received from the
Federal Trade Commission or the Antitrust Division of the Department of Justice
for additional information or documentation and shall respond as promptly as
practicable to all inquiries and requests received from any state attorney
general or other Governmental Entity in connection with antitrust matters.
Seller shall cooperate in good faith with Purchaser in respect of all of the
foregoing.

- 35 -

---

6.19 System Testing and
Operation. Following the date on which this Agreement is executed, Seller
shall make available to Purchasers employees and consultants, during
normal business hours upon reasonable advance notice by Purchaser, the Software
Code, Intellectual Property, Software and, to the extent permitted under
agreements relating to the same, Third Party Software and Third Party
Intellectual Property (collectively, the Technology) for
inspection and functionality testing. Seller also shall make reasonably
available to Purchasers representatives a reasonable number of
Sellers employees skilled in the operation, functionality and/or use of
the Technology, and provide reasonable resources, to assist Purchasers
representatives in learning to operate and/or use the Technology, to develop
functionality test plans, and to conduct functionality testing of the
Technology. Purchaser agrees and acknowledges that Seller shall be entitled to
impose reasonable limitations to Purchasers rights hereunder in order to
ensure that the Companys normal operations are not unduly disrupted.

6.20 Termination of
Existing Financing. Seller shall cause the Company to provide such
information to Purchaser as may be reasonably necessary to enable Purchaser to
arrange the pay off and termination at Closing of the Companys existing
financing with JPMorgan Chase Bank and related entities and shall cooperate with
Purchaser in the filing of UCC-3 termination statements and other similar
instruments to effect the release of liens related thereto.

6.21 Investment in
Liquid Assets. Upon receipt of the Initial Purchase Price pursuant to
Section 2.1, Seller shall place an amount equal to Ten Million Dollars
($10,000,000) less the then Available Credit (as defined herein) in one or more
time deposit or demand accounts (Cash Accounts), or in lieu
thereof in whole or in part, invest such amount in either, or any combination,
of (i) U.S. treasury bonds (Treasury Bonds), or (ii)
securities having an investment grade rating from either Standard
& Poors or Moodys (Investment Grade Securities); provided
that for so long as Seller is required to maintain the Available Liquidity
Amount (as defined herein) or the Medical Availability Liquidity Amount (as
defined herein) the current market value (the Securities
Value) of any such Treasury Bonds and Investment Grade Securities as
of the close of business on the last day of each fiscal quarter of Seller that
ends following the Closing Date shall be determined within fifteen (15) business
days after such date (the QuarterlyValuation). Thereafter,
for a period of one (1) year after the Closing Date, Seller shall ensure that
the Available Liquidity Amount equals or exceeds the Required Liquidity Amount
(as defined herein). Required Liquidity Amount means at any
time Ten Million Dollars ($10,000,000) less the aggregate of payments
theretofore made by Seller in respect of its indemnity obligations pursuant to
Section 11; Available Liquidity Amount means at any
time the sum of (i) the amount of cash then held in the Cash Account(s), (ii)
the Securities Value of the Treasury Bonds and Investment Grade Securities based
on the most recent Valuation (or the Securities Value at the time of investment,
if a Valuation has not yet occurred) and (iii) the then current amount of
Available Credit; and Available Credit means the amount of
credit at any time available to be drawn by Seller pursuant to a credit or loan
agreement or facility in order to satisfy its indemnification obligations under
Section 11. All obligations of Seller pursuant to this Section
6.21 shall terminate on the first anniversary of the Closing Date, and
thereafter Seller shall have no obligation to Purchaser in respect of liquidity.
Seller shall ensure that the Cash Account(s), Treasury Bonds and Investment
Grade Securities comprising the Available Liquidity Amount are at all times free
and clear of any Liens.

- 36 -

---

7.       Covenants of Purchaser.  Purchaser covenants and agrees with Seller as follows:

7.1 Confidentiality.
Purchaser acknowledges that the Confidentiality Agreement dated September 15,
2003 between Seller and Purchaser remains in full force and effect, enforceable
against Purchaser in accordance with its terms. Without limiting the generality
of the foregoing, Purchaser shall, and shall use its best efforts to cause
Purchasers Representatives to, (i) hold in strict confidence and not
disclose to any person any and all documents and information containing
confidential or proprietary information or trade secrets of Seller or the
Company furnished to, obtained by or learned by Purchaser in connection with
this Agreement and the transactions contemplated hereby, including without
limitation the information disclosed in the Disclosure Letter
(Confidential Information), except to the extent necessary to
comply with any applicable Law, and (ii) refrain from using any such
Confidential Information for any personal advantage, except that Purchaser shall
be free to disclose and use all or any of such Confidential Information which
can be conclusively shown to have been (a) already in Purchasers
possession without restrictions of confidentiality at the time of disclosure to
Purchaser; (b) a matter of public knowledge other than as a result of any action
or omission by or on behalf of Purchaser; (c) published other than as a
result of any action or omission by or on behalf of Purchaser in any publication
for public distribution or filed as public information with any Governmental
Entity; or (d) lawfully obtained by Purchaser from a third person without
restrictions of confidentiality. The covenants of Purchaser contained in this
Section 7.1shall (i) survive any termination of this Agreement
prior to Closing, (ii) survive the Closing with respect to Confidential
Information of Seller, including the information set forth in the Disclosure
Letter and (iii) if the Closing occurs, terminate at the Closing with
respect to Confidential Information of the Company.

7.2 Consents and
Approvals. Purchaser shall use its best reasonable efforts to obtain prior
to the Closing all Third Party Consents required to be obtained by Purchaser in
connection with the execution, delivery and performance of this Agreement and
the consummation of the transactions contemplated hereby.

7.3 Notice of Actions,
Proceedings and Other Matters. Purchaser shall promptly notify Seller of any
Actions commenced or, to the knowledge of Purchaser, threatened, involving or
affecting Purchaser or any of its properties or assets, or against any employee,
consultant, director, officer or shareholder of Purchaser, in his, her or its
capacity as such, which would reasonably be expected to adversely affect or
materially delay the ability of Purchaser to consummate the transactions
contemplated by this Agreement. Purchaser shall give prompt notice to Seller of
any notice of, or other communication relating to, a breach, default or event
which, with notice or lapse of time or both, would become a breach or default,
received by Purchaser subsequent to the date of this Agreement and prior to the
Closing Date, under any material agreement, indenture or instrument, and any
notice or other communication from any third party or Governmental Entity
alleging that the consent or approval of such third party or Governmental Entity
is or may be required in connection with the transactions contemplated by this
Agreement. Purchaser shall promptly notify Seller of the occurrence, or
non-occurrence, of any event the occurrence, or non-occurrence, of which would
be reasonably likely to cause any representation or warranty by Purchaser
contained in this Agreement to be untrue or inaccurate and any failure and to
comply with or satisfy any covenant, condition or agreement to be complied with
or satisfied by it hereunder. In addition, Purchaser shall give prompt notice to
Seller of any facts or circumstances that arise or become evident after the date
of this Agreement and on or before the Closing Date that might adversely affect
or materially delay the ability of Purchaser to consummate the transactions
contemplated by this Agreement.

- 37 -

---

7.4 No Unreasonable
Interference. Prior to the Closing, Purchaser will not take any action which
could reasonably be expected to interfere unreasonably with the business or
operations of the Company, any Company Subsidiary or Seller.

7.5      Records.

(a)      Subject to the terms of the Transitional Services Agreement (as defined herein), on the Closing Date Seller shall deliver or
cause to be delivered to Purchaser in Beaverton, Oregon, all original Records in the possession of Seller relating solely to the
business and operations of the Company or any Company Subsidiary, other than Records prepared in connection with the sale of the
Purchased Stock or all or any part of the businesses of the Company and the Company Subsidiaries, including bids received from other
parties and analyses relating to the Company.  Seller shall also provide Purchaser with copies of such other Records as Purchaser may
reasonably request that are necessary for the operation of the businesses of the Company and the Company Subsidiaries after the
Closing Date.

(b)      After the Closing, upon reasonable written notice, Purchaser shall provide or cause to be provided to Seller and its
representatives access, during normal business hours, to such information (including such Records) and assistance as is reasonably
necessary for financial reporting and accounting matters, the preparation and filing of any returns, reports or forms or the defense
of any lawsuit, proceeding or tax, environmental or other claim or assessment; provided, however, that such access does not unduly
disrupt the normal operations of Purchaser or the Company, and provided further, that such access may be denied in the event of
litigation or dispute between Purchaser and Seller.

7.6 Release of Officers
and Directors. At the Closing, Purchaser will cause the Company or the
applicable Company Subsidiary to release, effective as of the Closing, each
current or former director or officer of the Company or any Company Subsidiary
from all liabilities and obligations as a director and/or officer (other than
for fraud, illegality or willful misconduct), for all actions performed by such
director or officer in his or her capacity as such, pursuant to a release or
releases in form and substance reasonably satisfactory to Seller and Purchaser;
provided that (i) all current officers and directors who are not Continuing
Company Employees provide reciprocal releases of the Company, Purchaser and
their respective Affiliates and (ii) the Company shall retain any rights it
otherwise would have against such officers and directors that are required to
defend third party claims or governmental investigations, inquiries or
proceedings including those required by an insurer to be assigned to such
insurer as subrogee in connection with any insurance claim paid to or on behalf
of the Company that arise from such third party claims or governmental
investigations, inquiries or proceedings; and provided further that no such
release shall have any effect with respect to any claims the Company may have
against any current or former officer or director that relate to or arise out of
legal proceedings relating to the financial collapse of Capital Consultants LLC.

- 38 -

---

7.7      Employees.

(a)      Prior to the Closing Date, in accordance with the procedures set forth in Section 7.7(a) under the Disclosure Letter, the
Company shall hire, on a full-time basis, the employees of the Seller's employee leasing Affiliate who are dedicated principally to
the Company's operations.  The Company shall provide to those identified individuals who continue to be employed by the Company or
any Company Subsidiary following the Closing (collectively, the "Continuing Company Employees") (i) a base salary that is at least
equal to such employee's base salary immediately prior to the Closing, provided that, following the Closing, the Company shall not be
required to provide Continuing Company Employees with stock options or other equity compensation, (ii) the employee benefits
described in Schedule 7.7(a) of the Disclosure Letter ("Purchaser Plans").  It is understood and agreed that, except as disclosed on
Schedule 4.15 of the Disclosure Letter, neither the Company nor any Company Subsidiary sponsors or maintains any Employee Benefit
Plans and that, except as provided in Schedule 7.7(d) of the Disclosure Letter and Section 7.7(e) below, neither the Company, nor any
Company Subsidiary, nor the Purchaser, as a result of the transactions contemplated in this Agreement, shall have any obligation or
Liability with respect to any Employee Benefit Plan after the Closing.  Except as expressly provided in Section 7.7(d) or Section 7.7(e), nothing in this Agreement shall be interpreted or construed to cause or obligate Purchaser to assume sponsorship of any
Employee Benefit Plan or of any Liability with respect to such Employee Benefit Plan or with respect to the employment of a
Continuing Company Employee or any other employee of Company prior to the Closing Date.

(b)      Each Continuing Company Employee's period of service and compensation history with the Company or its ERISA Affiliates
before the Closing shall be counted in determining eligibility for, and the amount and vesting of, benefits under each of the
Purchaser Plans except with respect to "paid time off" as to which Seller shall pay such Continuing Company Employee prior to the
Closing Date pertaining to the period prior to the Closing Date.  Each Continuing Company Employee who participates in a Purchaser
Plan that provides health care benefits (whether or not through insurance) following the Closing shall participate in such Purchaser
Plan without regard to any waiting period or any condition or exclusion based on pre-existing conditions, medical history, claims
experience, evidence of insurability, or genetic factors (to the extent such limitations do not apply to any Continuing Company
Employee immediately prior to Closing).  Each Continuing Company Employee who participates in the Merrill Lynch Medical Plan
("Medical Plan") following the Closing shall receive a credit toward the deductible and out-of-pocket maximum applicable under the
Medical Plan in respect of any amounts paid by such employee for medical benefits during the period beginning January 1, 2004 and
ending on the Closing Date that was applicable toward the deductible or out-of-pocket maximum under the similar Employee Benefit Plan
that provides medical benefits.  If such Employee Benefit Plan has deductible amounts or out-of-pocket maximums that must be
satisfied separately for in-network expenses and out-of-network expenses, a Continuing Company Employee will be credited toward the
similar applicable deductible or out-of-pocket maximum under the Medical Plan; if the deductible or out-of-pocket maximum is not
satisfied separately under such Employee Benefit Plan, credit will be given toward the in-network deductible or out-of-pocket maximum
under the Medical Plan.  Seller shall promptly provide such information as Purchaser may request to determine the amount of any
credit to be granted to the Continuing Company Employees in accordance with this Section 7.7(b).  Seller shall pay Purchaser the
aggregate amount of such credits for all Continuing Company Employees within sixty (60) days following the Closing Date, or at such
later date as Purchaser may determine in its sole discretion.  In the event that any Continuing Company Employee receives an
"Eligible Rollover Distribution" (within the meaning of Section 402(c)(4) of the Internal Revenue Code) from any Employee Benefit
Plan, the Company shall not unreasonably refuse to cause a Purchaser Plan in which such Continuing Company Employee participates
after the Closing that is intended to constitute a qualified plan under Section 401 of the Code to accept a direct rollover of such
eligible rollover distribution (including any portion of such eligible rollover distribution comprised of the outstanding balance of
a loan from such Employee Benefit Plan).

- 39 -

---

(c)      The Company shall use its reasonable efforts to include Seller under any release of liability obtained from terminated
Continuing Company Employees.

(d)      The Company will honor and assume all obligations under the Change in Control programs specified on Schedule 4.16(b) of the
Disclosure Letter (excluding the acceleration of Executive options) with respect to Continuing Company Employees except with respect
to (i) the employees identified on Schedule 7.7(d) of the Disclosure Letter, (ii) those provisions that may be waived in writing by
certain of the Continuing Company Employees as part of their terms and conditions of employment with Purchaser, and (iii) any other
bonus required to be paid by the Company or Seller pursuant to Section 6.2(d).

(e)      Purchaser shall provide coverage under a group health plan (within the meaning of Section 4980B(g)(2) of the Code) sponsored
by the Purchaser, or shall cause an affiliate of Purchaser to provide coverage under a group health plan sponsored by such affiliate
('"Purchaser Group Health Plan"), to each employee or former employee of Seller or a subsidiary of Seller (i) who immediately prior
to the Closing (or, in the case of a former employee, immediately prior to termination of employment) provided services for the
Company (including as a leased employee), (ii) who is not employed by the Company immediately after the Closing and (iii) to whom
Seller or the Company is obligated to provide continued group health plan benefits under the Consolidated Omnibus Budget
Reconciliation Act of 1985 (COBRA) on and after the Closing Date (the "Legacy COBRA Employees").  Purchaser's obligation hereunder
shall apply with respect to an individual for the period beginning on the Closing Date and ending on the last day for which such
individual is eligible to receive COBRA benefits.  Each individual subject to the provisions of this Section 7.7(e) shall be eligible
to participate in the Purchaser Group Health Plan in accordance with the terms and conditions of the Purchaser Group Health Plan
otherwise applicable to COBRA beneficiaries under such Purchaser Group Health Plan.  Seller shall provide to the Purchaser or the
Purchaser's designated affiliate such information as the Purchaser or such affiliate may reasonably request in order to satisfy its
obligations under this Section 7.7(e).  Seller shall reimburse the Company or Purchaser for the total Excess Medical Costs (as
defined herein) incurred by the Company or Purchaser during the applicable COBRA period for each such Legacy COBRA Employee, provided
that the amount to be paid by Seller hereunder shall not exceed a total of Two Million Dollars ($2,000,000).  Excess Medical Costs
shall be the total amount that the Company and Purchaser pay in claims for the Legacy COBRA Employees in excess of the aggregate
premiums received by the Company and Purchaser from the Legacy COBRA Employees.  The Company shall provide the Seller with an interim
accounting of any amount due under this Section 7.7(e) each quarter and Seller shall make such payment within thirty (30) days of
receipt of the accounting.  In addition to Seller's obligations under Section 6.21, until such date that the Company does not have
any further obligation pursuant to COBRA to provide group health plan coverage to Legacy COBRA Employees, Seller shall maintain a
Medical Availability Liquidity Amount (as defined herein) in an amount equal to Two Million Dollars ($2,000,000) less the aggregate
amount of reimbursement payments made by Seller pursuant to this Section 7.7(e) until there are ten (10) or fewer Legacy COBRA
Employees, and thereafter One Million Dollars ($1,000,000) less the aggregate amount of reimbursement payments made by Seller
pursuant to this Section 7.7(e).  The Medical Availability Liquidity Amount means (a) the sum of (i) the amount of cash then held in
the Cash Account(s), (ii) the Securities Value of Treasury Bonds and Investment Grade Securities, and (iii) the then current amount
of Available Credit less (b) the Required Liquidity Amount.  The terms "Securities Value", "Treasury Bonds", and "Investment Grade
Securities" shall have the meanings defined in Section 6.21.

- 40 -

---

Notwithstanding the above,
Seller may, prior to Closing, notify Purchaser that Seller shall take
responsibility for all COBRA obligations for the Legacy COBRA Employees, in
which event Seller shall be responsible therefor and Seller shall not have any
responsibility under this Section 7.7(e).

7.8 HSR Act. As
promptly as practicable after the execution of this Agreement, Purchaser shall
file the required notification under and in accordance with the HSR Act and
shall use its commercially reasonable efforts to obtain early termination or
expiration of the applicable waiting period thereunder. Subject to advise of
counsel, Purchaser shall respond as promptly as practicable to any inquiries
received from the Federal Trade Commission or the Antitrust Division of the
Department of Justice for additional information or documentation and shall
respond as promptly as practicable to all inquiries and requests received from
any state attorney general or other Governmental Entity in connection with
antitrust matters. Purchaser shall cooperate in good faith with Seller in
respect of all of the foregoing.

- 41 -

---

7.9      Tax Matters.

(a)      Purchaser shall make an election under Sections 338(g) and 338(h)(10) of the Code (and any comparable election under state,
local or foreign Tax Laws) with respect to the purchase of the Company and deemed purchase of WCICC Inc. (if it is not an Excluded
Asset).  Purchaser and Seller shall cooperate fully with each other in the making of such election.  Purchaser shall not make or
cause to be made an election under Section 338 of the Code with respect to the deemed purchase of Company Subsidiaries other than
WCICC Inc.  Purchaser shall prepare or cause to be prepared and file or cause to be filed all Tax Returns required to be filed with
respect to the Company and Company Subsidiaries that relate to taxable periods ending after the Closing Date, including all Tax
Returns for taxable periods that begin before the Closing Date and end after the Closing Date, and Purchaser shall timely pay all
Taxes due under such returns; provided that with respect to any such Taxes attributable to periods prior to the Closing Date,
Purchaser shall be responsible only for the amount thereof which does not exceed the amount of Taxes accrued or otherwise reflected
on the Closing Date Balance Sheet.  Purchaser and Seller agree to report all transactions not in the ordinary course of business
occurring on the Closing Date after Purchaser's purchase of the Purchased Stock on Purchaser's federal income Tax Return to the
extent permitted by Treasury Regulationss. 1.1502-76(b)(1)(ii)(B); provided that, for purposes of this sentence and Section 11.8
hereof, all transactions arising out of the Section 338(h)(10) Elections shall be considered to be in the ordinary course of business.

(b)      Seller and Purchaser shall bear equal responsibility and be responsible for paying, and Purchaser shall provide written
notice to Seller of the payment of and/or a written response to Seller upon any request for information regarding the status of, any
sales, use, transfer, documentary, registration, business and occupation and other similar taxes (including related penalties (civil
or criminal), additions to tax and interest) imposed by any Governmental Entity with respect to the transactions contemplated by this
Agreement ("Transaction Taxes"), regardless of whether the taxing authority seeks to collect such taxes from Seller, Purchaser, the
Company or their affiliates.  Purchaser and Seller also shall bear equal responsibility for (i) administering the payment of such
Transaction Taxes, (ii) defending or pursuing any proceedings related thereto, and (iii) paying any expenses related thereto.  Seller
shall give prompt written notice to Purchaser of any proposed adjustment or assessment of any Transaction Taxes with respect to the
transaction, or of any examination of said transaction in a sales, use, transfer or similar tax audit.  Seller shall not negotiate a
settlement or compromise of any Transaction Taxes without the written consent of Purchaser, which consent shall not be unreasonably
withheld.

(c)      Purchaser and Seller shall cooperate fully, as and to the extent reasonably requested by the other party, in connection with
the filing of Tax Returns under Sections 6.8(a) and 7.9(a) and any audit, litigation, or other proceeding with respect to Taxes (a
"Tax Proceeding").  Such cooperation shall include the retention and (upon the other party's request) the provision of records and
information that are reasonably relevant to any such Tax Proceeding and the availability of employees on a mutually convenient basis
to provide additional information and explanation of any material provided hereunder.  Purchaser and Seller agree (A) to retain all
books and records with respect to Tax matters pertinent to Company and Company Subsidiaries relating to any taxable period beginning
before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by Purchaser or Seller, any
extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any taxing
authority, and (B) to give the other party reasonable written notice prior to transferring, destroying or discarding any such books
and records and, if the other party so requests, Purchaser or Seller, as the case may be, shall allow the other party to take
possession of such books and records to the extent they would otherwise be destroyed or discarded.  Except as otherwise provided in
Section 11 hereof, each of Purchaser and Seller shall bear its respective costs and expenses in connection with any Tax Proceeding;
provided that, if such Tax Proceeding relates solely to the period after the Closing Date, Purchaser shall reimburse Seller for any
out-of-pocket expenses reasonably incurred by Seller in connection therewith and, that if such Tax Proceeding relates solely to the
period before the Closing, Seller shall reimburse Purchaser for any out-of-pocket expenses reasonably incurred by Purchaser in
connection therewith.  Any information obtained under this Section 7.9(c) or under any other Section hereof providing for the sharing
of information or the review of any Tax Return or other schedule relating to Taxes shall be subject to Section 7.1.

- 42 -

---

(d)      Purchaser shall, or shall cause the Company to, timely pay all Taxes due under the Tax Returns filed pursuant to Section 6.8(a) up to the amount of Taxes accrued or otherwise reflected as a liability on the Closing Date Balance Sheet.

(e)      For the purposes of Section 6.8 and Section 7.9, in the case of Taxes, other than Taxes based on or measured by income or
receipts of the Company or Company Subsidiaries, that are payable with respect to a taxable period that begins before the Closing
Date and ends after the Closing Date ("Straddle Period"), the portion of any such Tax that is allocable to the portion of the
Straddle Period ending on the Closing Date (the "Pre-Closing Tax Period"), shall be deemed to be the amount of such Taxes for the
entire Straddle Period (or, in the case of such Taxes determined on an arrears basis, the amount of such Taxes for the immediately
preceding period) multiplied by a fraction the numerator of which is the number of calendar days in the Straddle Period ending on the
Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period.  The portion of any such Tax
that is allocable to the period beginning with the day following the Closing Date and ending with the last date in such Straddle
Period shall be deemed to be the amount of such Taxes for the entire Straddle Period multiplied by a fraction the numerator of which
is the number of calendar days in the period beginning with the day following the Closing Date and ending on the last day of such
period and the denominator of which is the number of calendar days in the entire Straddle Period.  For purposes of Section 6.8 and
Section 7.9, in the case of Taxes based on or measured by income or receipts of the Company or any Company Subsidiary that are
payable with respect to any Straddle Period, the amount of Taxes for the Pre-Closing Tax Period shall be determined based on an
interim closing of the books of the Company and Company Subsidiaries as of the close of business on the Closing Date (subject to the
last sentence of Section 6.8(a)).

- 43 -

---

7.10 Mitigation.
Purchaser agrees and acknowledges that it and the Company have a common law duty
to mitigate any damages for which Seller is responsible under this Agreement;
provided, however, that neither the Purchaser nor the Company shall be required
to institute litigation against a third party to fulfill such duty.

7.11 Cooperation on
Certain Matters. Purchaser shall cause the Company to cooperate reasonably
with Seller, and at Sellers request assign all of its rights to Seller,
with respect to claims under insurance policies, the collection of all insurance
proceeds and the reimbursement of expense advancements, in each case with
respect to the involvement of the Companys former officers in the legal
proceedings relating to the financial collapse of Capital Consultants LLC. In
addition, at Sellers request and in lieu of such assignment of claims
under insurance policies, Purchaser shall cause the Company to cooperate
reasonably with Seller and act on behalf of Seller with respect to the recovery
under such insurance policies, provided that (i) Seller shall indemnify and hold
harmless, without regard to the limitations set forth in Section 11.3,
each of Purchaser and the Company from and against any Liability resulting from
or arising out of actions taken by the Company pursuant to this
Section 7.1; (ii) the Company determines in its reasonable judgment
that neither it nor Seller are prejudiced in any material respect as a result
thereof and (iii) the Company shall not be required to institute litigation or
arbitration against any third party.

7.12 Sellers
Rights to Certain Claims. Purchaser agrees and acknowledges that any
recoveries of funds by the Company with respect to the matters set forth on
Schedule 7.12 of the Disclosure Letter shall be for the benefit of Seller and
shall be remitted promptly to Seller upon receipt. Unless the rights to recover
such funds have been assigned by the Company to Seller prior to the Closing,
Purchaser shall cause the Company to diligently pursue the recovery of all
amounts relating to such matters and, if requested by Seller, to assign to
Seller all rights that the Company may have with respect thereto. Upon any such
assignment (whether prior to or after the Closing) Purchaser shall reasonably
cooperate with Seller with respect to such matters.

8.       Conditions Precedent to Seller's Obligation to Sell the Purchased Stock.  The obligation of Seller to sell the Purchased
Stock and otherwise to consummate the transactions contemplated hereby are subject to the fulfillment prior to or at the Closing of
the following conditions:

8.1 Purchasers
Performance. All representations and warranties by Purchaser contained in
this Agreement shall be true and correct in all material respects at and as of
the Closing as though such representations and warranties were made at and as of
the Closing. Purchaser shall have performed and complied with, in all material
respects, all the terms, provisions and conditions of this Agreement to be
performed and complied with by Purchaser at or before the Closing.

8.2 Consents and
Approvals. The parties shall have obtained all Third Party Consents listed
on Schedules 4.4(c), 4.11, 4.13 and 5.2(c) under the Disclosure Letter of any
Governmental Entity under all Laws or of any other person required to be
obtained by any party in connection with the execution, delivery and performance
of this Agreement and the consummation of the transactions contemplated hereby,
other than those Third Party Consents that are identified in Schedules 4.4(c),
4.11, 4.13 and 5.2(c) under the Disclosure Letter as Post-Closing
Consents or other similar designation.

- 44 -

---

8.3 No Threatened or
Pending Litigation. On the Closing Date, no Action relating to a preliminary
or final injunction, or final judgment, order or decree, shall be threatened or
pending before any court or other Governmental Entity in which it is sought to
restrain or prohibit or to obtain damages or other relief in connection with
this Agreement or consummation of the transactions contemplated hereby, and no
investigation that might result in such suit, action, or preceding shall be
pending or threatened.

8.4 Transitional
Services. Seller and the Company shall have entered into a Transitional
Services Agreement providing for the matters contemplated by Schedule 6.7
under the Disclosure Letter (the Transitional Services
Agreement) in form and substance reasonably satisfactory to each of
Purchaser and Seller.

8.5      Release of Seller Obligations.

(a)       Seller shall have been released from all of its obligations pertaining to the period after the Closing Date under the lease
for its premises located in Beaverton, Oregon, and the landlord's consent shall have been received with respect thereto.

(b)      Seller and the Subsidiaries (other than the Company Subsidiaries) shall have been released from all of their guarantee and
other obligations under existing lending arrangements with JPMorgan Chase Bank, and all Liens on the assets of Seller and such
Subsidiaries in connection therewith shall with respect to the period after the Closing Date have been released, pursuant to
documentation reasonably satisfactory to Seller's counsel.

8.6 HSR Act. The
waiting period applicable to the consummation of the sale of the Purchased Stock
under the HSR Act shall have expired or been terminated.

8.7      Closing Documents.  Seller shall have received the following documents from Purchaser:

(a)      a certificate of Purchaser certifying as to the accuracy, in all material respects, of Purchaser's representations and
warranties at and as of the Closing and that Purchaser has performed and complied with, in all material respects, all of the terms,
provisions and conditions to be performed and complied with by Purchaser at or before the Closing;

(b)      a certificate of Purchaser certifying as to certain customary corporate matters, together with all of the attachments
referred to therein; and

- 45 -

---

(c)      such other documents, instruments, certifications and further assurances as Seller or its counsel may reasonably have
requested.

9.       Conditions Precedent to Purchaser's Obligation to Purchase the Purchased Stock.  The obligation of Purchaser to purchase the
Purchased Stock and otherwise to consummate the transactions contemplated hereby are subject to the fulfillment prior to or at the
Closing of the following conditions:

9.1 Performance by
Seller. All representations and warranties by Seller contained in this
Agreement shall be true in all material respects at and as of the Closing as
though such representations and warranties were made at and as of the Closing;
provided, however, that for purposes of determining the satisfaction of the
condition contained in this clause, all representations and warranties that are
qualified by relating to materiality or a Material Adverse Effect
shall be true in all respects (giving effect to such qualifications to the
extent contained in any particular representation or warranty). Seller shall
have performed and complied with, in all material respects, all the terms,
provisions and conditions of this Agreement to be performed and complied with by
Seller at or before the Closing.

9.2 Consents and
Approvals. The parties shall have obtained all Third Party Consents listed
on Schedules 4.4(c), 4.11, 4.13 and 5.2(c) under the Disclosure Letter of any
Governmental Entity under all Laws, of the Rating Agencies (if required) and of
any other person required to be obtained by the parties in connection with the
execution, delivery and performance of this Agreement and the consummation of
the transactions contemplated hereby, other than those Third Party Consents that
are identified in Schedules 4.4(c), 4.11, 4.13 and 5.2(c) under the Disclosure
Letter as Post-Closing Consents or other similar designation.

9.3 No Threatened or
Pending Litigation. On the Closing Date, no Action relating to a preliminary
or final injunction, or final judgment, order or decree, shall be threatened or
pending before any court or other Governmental Entity in which it is sought to
restrain or prohibit or to obtain damages or other relief in connection with
this Agreement or consummation of the transactions contemplated hereby, and no
investigation that might result in such suit, action, or preceding shall be
pending or threatened.

9.4      Preclosing Transactions.  All transactions required to be completed pursuant to Section 6.7 hereof shall have been completed.

9.5      No Material Adverse Effect.  There shall have not been a Material Adverse Effect from the date hereof to the Closing Date.

9.6      Transitional Services.  Seller and the Company shall have entered into the Transitional Services Agreement in form and
substance reasonably satisfactory to each of Purchaser and Seller.

9.7 HSR Act. The
waiting period applicable to the consummation of the sale of the Purchase Stock
under the HSR Act shall have expired or been terminated.

- 46 -

---

9.8      Closing Documents.  Purchaser shall have received the following documents from Seller:

(a)      a certificate certifying as to the accuracy, in all material respects, of Seller's representations and warranties at and as
of the Closing and that Seller has performed and complied with, in all material respects, all of the terms, provisions and conditions
to be performed and complied with by Seller at or before the Closing;

(b)      a certificate of Seller certifying as to certain customary corporate matters at and as of the Closing;

(c)      an opinion from one or more counsel to Seller dated the Closing Date, covering corporate and other matters customary for
transactions of the type contemplated by this Agreement (provided that such opinion shall not be required to address any legal or
regulatory matter specific to the mortgage banking or servicing industry), in form reasonably satisfactory to Purchaser; and

(d)      such other documents, instruments, certifications and further assurances as Purchaser or its counsel may reasonably have
requested.

10.      Termination.  This Agreement may be terminated as follows:

10.1 Termination by
Purchaser. Purchaser may, without liability to the parties hereto, terminate
this Agreement by notice to Seller (i) if the Closing shall not have occurred on
or before April 30, 2004 other than as a result of any material breach of this
Agreement by Purchaser, unless the sole reason for the failure to close by such
date is the delay in the receipt of any required Third Party Consent that is a
condition to Closing pursuant to Sections 8.2 and 9.2 that the
parties diligently have pursued in good faith in which event such date shall be
extended to May 31, 2004, (ii) at any time prior to the Closing in the event of
a material breach or failure to comply by Seller of or with any representation
or warranty or in the observance or in the due and timely performance of any of
the terms hereof to be performed by Seller that (x) is not cured within thirty
(30) days after Purchaser delivers notice to Seller of such breach or failure to
comply, or (y) cannot be cured at or prior to the Closing or (iii) at the
Closing if any of the conditions precedent to the performance of
Purchasers obligations at the Closing shall not have been fulfilled, or
prior to the Closing if it is impossible as a matter of law to fulfill any such
condition.

10.2 Termination by
Seller. Seller may, without liability to Purchaser, terminate this Agreement
by notice to Purchaser (i) if the Closing shall not have occurred on or before
April 30, 2004 other than as a result of any material breach of this Agreement
by Seller, unless the sole reason for the failure to close by such date is the
delay in the receipt of any required Third Party Consent that is a condition to
Closing pursuant to Sections 8.2 and 9.2 that the parties
diligently have pursued in good faith in which event such date shall be extended
to May 31, 2004, (ii) at any time prior to the Closing in the event of a
material breach or failure to comply by Purchaser of or with any representation
or warranty or in the observance or in the due and timely performance of any of
the terms hereof to be performed by Purchaser that (x) is not cured within
thirty (30) days after Seller delivers notice to Purchaser of such breach or
failure to comply, or (y) cannot be cured at or prior to the Closing, or
(iii) at the Closing if any of the conditions precedent to the performance of
the obligations of Seller at the Closing shall not have been fulfilled, or prior
to the Closing if it is impossible as a matter of law to fulfill any such
condition.

- 47 -

---

10.3 Termination by
Mutual Agreement. Purchaser and Seller may terminate this Agreement at any
time on or prior to the Closing Date by mutual written consent.

10.4 Effect of
Termination. If this Agreement is terminated, this Agreement (except for
Sections 7.1, 14.2, 14.3 and 14.5 and this
Section 10.4, each of which shall survive such termination), shall
no longer be of any force or effect and there shall be no liability on the part
of any party or any of its directors, managers, officers, shareholders or
members except that, in the case of termination under any clause of
Sections 10.1 or 10.2 as a result of a material breach or
failure to comply by either party, such party shall not be relieved from
liability for such breach of failure to comply.

11.      Survival of Representations and Warranties; Indemnification.

11.1 Survival of
Representations and Warranties. All representations and warranties contained
in Sections 4 and 5 shall survive the Closing until and including
the later of (a) April 30, 2005 and (b) the date that is one (1) year after
the Closing Date, except with respect to indemnification by Seller in respect of
(i) a breach of the representations and warranties set forth in Section 4.13as to which the survival period shall be two (2) years after the Closing
Date, (ii) a breach of the representations and warranties set forth in
Section 4.23 as to which the survival period shall be three (3) years
after the Closing Date, and (iv) a breach of the covenant to indemnify Purchaser
against Excluded Liabilities, or a breach of the representations and warranties
set forth in Sections 4.1, 4.2, 4.10, 4.15 and
4.19 as to which the survival period shall be the applicable statute of
limitations, if any, and otherwise shall not be limited. The foregoing
limitations shall not apply with respect to those pending claims for
indemnification for which written notice was given by either party to the other
party on or prior to the end of the survival period, which written notice shall
effectively toll such time limitations until such claims are resolved.

11.2 Indemnification
Obligations of the Parties. Subject to the terms and conditions of this
Section 11, each party hereto agrees to indemnify and hold the other
party and its officers, directors, and other affiliates (collectively, the
Indemnified Parties) harmless against any and all losses,
costs, obligations, liabilities, settlement payments, awards, judgments, fines,
penalties, damages, demands, claims, actions, causes of action, assessments,
deficiencies and other charges (Losses) and expenses (including,
without limitation, reasonable legal and other expenses), except as expressly
limited by the terms of Section 11.3 or 11.4, resulting from:

- 48 -

---

(a)      any breach of any representation or warranty contained in Section 4 or 5 of this Agreement; provided that any claim by an
Indemnified Party for indemnification under this paragraph (a) shall be made within the survival period specified in Section 11.1;
and provided further, that no party shall be responsible for indemnification with respect to that portion, if any, of Losses
resulting from the other party's failure to mitigate damages, pursuant to Section 7.10.

(b)      any breach of any covenant of the parties contained in this Agreement.

For purposes of determining
whether a breach of a representation or warranty in this Agreement has occurred
for purposes of this Section 11 no effect shall be given to any
exception or qualification relating to knowledge, materiality or Material
Adverse Effect (other than any such exception or qualification contained in
Section 4.10, which shall be given effect as written) or to any item
disclosed in Schedules 4.5, 4.6, 4.8, 4.12, 4.22, or 4.23 of the Disclosure
Letter, to the extent designated therein as for informational purposes
only or otherwise indicated as not having an effect on Sellers
indemnity obligations.

11.3 Limitation on
Indemnification Obligations of Seller. Except as provided in Sections
11.4 and 11.8 hereof, Seller shall have no obligation to provide
indemnification pursuant to Section 11.2(a) except to the extent
that the aggregate amount of indemnification to which Purchaser, but for this
Section 11.3, otherwise shall have become entitled hereunder shall
exceed Two Million Five Hundred Thousand Dollars ($2,500,000) (the
Deductible), in which event Seller shall be obligated,
subject to the next succeeding sentence, to provide indemnification with respect
to all amounts in excess of the Deductible. Notwithstanding the foregoing, but
subject to Section 11.4 hereof, in no event shall Seller have any
liability for indemnification pursuant to Section 11.2(a) in an
aggregate amount in excess of Twenty-Three Million Eight Hundred Thirty Thousand
and no/100 Dollars ($23,830,000) net of the Deductible (the
Cap).

11.4 Limitations on
Deductible and Cap. Notwithstanding Section 11.3 above, Seller
shall indemnify Purchaser, without application of the Deductible or the Cap, and
any payment made to Purchaser in respect of such Losses shall be disregarded for
purposes of calculating the Deductible or the Cap, for any Loss resulting from
or relating to

(i)               Any breach of any representation, warranty or agreement made by, or on behalf of, Seller under Section 4.2
(Capitalization; Stock Ownership), 4.10 (Tax Matters), 4.20 (Brokers), 6.2(d)(ii) (Conduct of Business Before Closing - Payment of
Bonuses), 6.8 (Tax Matters), 7.11 (Cooperation on Certain Matters) and 11.8 (Tax Matters);

(ii)              a breach of Seller's representation set forth in the last sentence of Section 4.15 or a breach of Seller's
obligations pursuant to Section 7.7(e) (it being understood that Seller's obligations are limited to the amounts and periods
specified in said Section 7.7(e)); and

(iii)             Any Excluded Liabilities.

- 49 -

---

11.5 Procedure for
Indemnification Claims. The respective indemnification obligations of the
parties pursuant to Sections 11.2and 11.4 shall be subject
to the following procedures for indemnification claims based upon or arising out
of any claim, action or proceeding by any person not a party to this Agreement:

(a)      If at any time a claim shall be made or threatened, or an action or proceeding shall be commenced or threatened, against an
Indemnified Party which could result in liability of either party (the "Indemnifying Party") under its indemnification obligations
hereunder, the Indemnified Party shall give to the Indemnifying Party prompt notice of such claim, action or proceeding.  Such notice
shall state the basis for the claim, action or proceeding and the amount thereof (to the extent such amount is determinable at the
time when such notice is given) and shall permit the Indemnifying Party to assume, at its own cost, the defense of any such claim,
action or proceeding (including any action or proceeding resulting from any such claim) unless (a) in the reasonable opinion of
counsel for the Indemnified Party, there is a conflict or potential conflict of interest between the Indemnified Party and such
Indemnifying Party in such claim, action or proceeding, in which event the Indemnified Party shall be entitled to direct the defense
with respect to, but only with respect to, those issues as to which such conflict exists, or (b) the claim is brought by a
Governmental Entity (other than a taxing authority) or a putative class action in which event the Indemnified Party shall be entitled
to direct the defense of the claim with counsel reasonably acceptable to the Indemnifying Party. The failure to promptly notify the
Indemnifying Party will not relieve the Indemnifying Party of any Liability it may have to the Indemnified Party, except to the
extent that the Indemnifying Party demonstrates that the defense of such claim is prejudiced by the Indemnified Party's failure to
give notice within such time period.  The Indemnifying Party shall have 30 days after receipt of such notice to undertake, conduct
and control, through counsel of its own choosing and at its own expense, the settlement or defense thereof, and the Indemnified Party
shall cooperate with it in connection therewith.

(b)      If the Indemnifying Party assumes the defense of any such claim, action or proceeding, the obligation of the Indemnifying
Party as to such claim, action or proceeding shall be limited to taking all steps necessary in the defense or settlement thereof and,
subject to the limitation on the amount of indemnification set forth in this Section 11, to holding the Indemnified Party harmless
from and against any and all Losses and expenses caused by or arising out of any settlement approved by the Party or any judgment or
award rendered in connection with such claim, action or proceeding.  The Indemnified Party may participate, at its expense, in the
defense of such claim, action or proceeding provided that the Indemnifying Party shall direct and control the defense of such claim,
action or proceeding.  The Indemnified Party agrees to cooperate and make available to the Indemnifying Party all books and records
and such officers, employees and agents of the Indemnified Party as are reasonably necessary and useful in connection with the
defense.  The Indemnifying Party shall not, in the defense of such claim, action or proceeding, consent to the entry of any judgment
or award, or enter into any settlement, except (i) in either event with the prior written consent of the Indemnified Party (which
consent will not be unreasonably withheld), (ii) which includes as an unconditional term thereof the giving by the claimant or the
plaintiff to the Indemnified Party of a release from all liability in respect of such claim, action or proceeding, and (iii) which
does not require the Indemnified Party to conduct business prospectively in any particular materially adverse manner.

- 50 -

---

(c)      If the Indemnifying Party does not assume the defense of any such claim, action or proceeding, the Indemnified Party may
defend against such claim, action or proceeding in such manner as it may deem appropriate, but shall not settle any such claim,
action or proceeding without the Indemnifying Party's consent, which consent will not be unreasonably withheld.  The Indemnifying
Party agrees to cooperate and make available to the Indemnified Party all books and records and such officers, employees and agents
of the Indemnifying Party as are reasonably necessary and useful in connection with the defense.  The Indemnifying Party shall
reimburse the Indemnified Party for any and all fees and expenses (including the entire expense of settling (if applicable) the
claim, action or proceeding) incurred in such defense, subject to the limitations set forth herein, including the limitations set
forth in Section 11.3 hereof.

(d)      In the event an Indemnified Party or Indemnifying Party shall cooperate in the defense or make available books, records,
officers, employees or agents, as required by the terms of paragraphs (b) and (c), respectively, of this Section 11.5 the party to
which such cooperation is provided shall pay the out-of-pocket costs and expenses (including reasonable legal fees and disbursements)
of the party providing such cooperation and of its officers, employees and agents reasonably incurred in connection with providing
such cooperation, but shall not be responsible to reimburse the party providing such cooperation for such party's time or the
salaries or costs of fringe benefits or other similar expenses paid by the party providing such cooperation to its officers and
employees in connection therewith.

(e)      The Indemnifying Party shall be reimbursed by the Indemnified Party for any amounts expended by the Indemnifying Party
(including legal fees and expenses) pursuant to this Section 11.5 in the event it is established or determined that the Indemnifying
Party is not liable for indemnification pursuant to Section 11.2 hereof.

(f)      Following the Closing, each party shall promptly notify the other party of any claim, action or proceeding, or of any other
facts or circumstances, of which it becomes aware that could reasonably be expected to result in Losses (as defined herein) for which
the other party would have indemnification obligations under this Section 11 (including, for this purpose, any such matter for which
Seller would be required to indemnify Purchaser but for the application of the Deductible).  The notified party may, but shall not be
required to, at its cost and expense, take reasonable action in respect of any such matter in order to avoid or limit any such
Losses, and, in the case of any claim, action or proceeding, shall have the right to assume the defense thereof in accordance with
the procedures set forth in this Section 11.5; provided, however, that the limitations set forth in Section 11.3 shall apply to any
actual Losses resulting therefrom.  In addition, in the event Seller is notified by Purchaser of any such matter, upon Seller's
acknowledgement that it either (i) is obligated to pay Losses in connection with such matter or (ii) would be so obligated but for
the operation of the Deductible, Purchaser shall, at Seller's request, cause the Company to assign to Seller any claim that the
Company may have against third parties (including, without limitation, any Prior Servicer) in respect of such matter and to cooperate
in good faith with Seller in connection with any Action instituted by Seller against any such third party for purposes of holding
such third party responsible for all or a portion of any such Loss.

- 51 -

---

11.6 Characterization of
Indemnification Payments. All amounts paid by an Indemnified Party under
this Section 11 shall be treated as adjustments to the Purchase
Price for all tax purposes. To the extent that the Purchase Price is adjusted
after the Closing Date, Purchaser and Seller agree to revise and amend the
Allocation Schedule and IRS Form 8883 according to the procedures set forth in
Section 2.3.

11.7 Computation of
Indemnification. The amount of any indemnification to be paid under this
Section 11 shall be computed after giving effect to any insurance
proceeds received by the party entitled to such indemnification in connection
with the loss, cost or expense giving rise to the indemnification obligation.

11.8     Tax Matters.

(a)      Purchaser agrees to indemnify Seller for any additional Tax owed by Seller (including Tax owed by Seller due to this
indemnification payment) resulting from any transaction engaged in by the Company or any Company Subsidiary (other than any
transaction contemplated by this Agreement, including, without limitation, any transactions arising with respect to the Section
338(h)(10) Election) not in the ordinary course of business occurring on the Closing Date after Purchaser's purchase of the Purchased
Stock.

(b)      Seller agrees to indemnify Purchaser from and against any adverse consequences Purchaser may suffer resulting from, arising
out of, relating to, in the nature of, or caused by any liability of the Company or Company Subsidiaries for Taxes of any person
other than the Company and its Company Subsidiaries under Treasury Regulationss. 1.1502-6 (or any similar provision of state, local or
foreign law).

(c)      Seller's indemnity obligations under this Section 11.8 for adverse consequences incurred by the Company, the Company's
Subsidiaries or Purchaser in connection with Taxes shall not be subject to the limitations of Section 11.3 hereof.

11.9 Sole Remedy.
Upon the Closing, the parties agree that the provisions of this Section
11 constitute the sole and exclusive remedy of either party for the breach
of any representation or warranty made herein by the other party hereto, absent
fraud and subject to such partys compliance with its obligation under this
Section 11.

12.      Miscellaneous.

12.1     Certain Definitions.  For the purposes of this Agreement, the following terms shall have the following meanings:

- 52 -

---

| | Acquisition Proposal shall have the meaning as set forth in Section 6.6.
| | --------------------------------------------------------------------------

| | Accountant shall mean as set forth in Section 2.2(d).
| | -------------------------------------------------------

| | Action
shall mean any litigation, action, suit, arbitration, inquiry, proceeding or
investigation by or before any court or Governmental Entity, other than an
inquiry, proceeding or investigation regarding and limited to an individual
mortgagor or other obligor.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Advances
shall mean, with respect to the Company, the moneys that have been advanced
by the Company on or before the Closing Date from its funds in connection with
its servicing of mortgage loans in accordance with Applicable Requirements
(which moneys include principal, interest, taxes, ground rents, assessments,
insurance premiums and other costs, fees and expenses pertaining to the
acquisition of title to and preservation and repair of the Mortgaged
Properties).
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Affiliate
means, with respect to any specified Person, any other Person directly or
indirectly Controlling, Controlled by or under common Control with such
specified Person.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Agency means FHA, VA, GNMA, FNMA, FHLMC, HUD or State Agency, as applicable.
| | ------------------------------------------------------------------------------

| | Allocation Schedule shall mean as set forth in Section 2.3.
| | -------------------------------------------------------------

| | Applicable
Requirements shall mean and include, as of the time of reference, with
respect to the Mortgage Loans and the Servicing under the Servicing Agreements,
all of the following: (i) all contractual obligations of a Seller, the Company,
Company Subsidiary or any Originator or Prior Servicer with respect to Servicing
under any Servicing Agreement, Mortgage Note, Mortgage and other Mortgage Loan
Document, the applicable Guides and any agreement with any Investor or any
Insurer, (ii) all applicable federal, state and local legal and regulatory
requirements (including statutes, rules, regulations and ordinances) binding
upon a Seller, the Company, Company Subsidiary or any Originator or Prior
Servicer, (iii) all Guides and other applicable requirements and guidelines of
each Agency or other Governmental Entity having jurisdiction, including, without
limitation, those of any Insurer and (iv) all other applicable judicial and
administrative judgments, orders, stipulations, awards, writs and injunctions.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | ARM Loan means a Mortgage Loan that is an adjustable rate or adjustable payment loan.
| | ---------------------------------------------------------------------------------------

- 53 -

---

| | Available Credit shall mean as set forth in Section 6.21.
| | -----------------------------------------------------------

| | Available Liquidity Amount shall mean as set forth in Section 6.21.
| | ---------------------------------------------------------------------

| | Balance Sheet shall mean as set forth in Section 4.6.
| | -------------------------------------------------------

| | Cap shall mean as set forth in Section 11.3.
| | ----------------------------------------------

| | Cash Accounts shall mean as set forth in Section 6.21.
| | --------------------------------------------------------

| | Certificate
Insurer shall mean a provider of an insurance policy insuring against
certain specified losses or shortfalls with respect to certain mortgage-backed
securities.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Class B Stock shall mean as set forth in Section 4.2(a).
| | ----------------------------------------------------------

| | Closing shall mean as set forth in Section 3.
| | -----------------------------------------------

| | Closing Date shall mean as set forth in Section 3.
| | ----------------------------------------------------

| | Closing Date Balance Sheet shall mean as set forth in Section 2.2(a).
| | -----------------------------------------------------------------------

| | Code shall mean the Internal Revenue Code of 1986, as amended.
| | ----------------------------------------------------------------

| | Common Stock shall mean as set forth in paragraph 1 of this Agreement.
| | ------------------------------------------------------------------------

| | Company shall mean as set forth in the recitals to this Agreement.
| | --------------------------------------------------------------------

| | Company Employee Benefit Plans shall mean as set forth in Section 4.15.
| | -------------------------------------------------------------------------

| | Company Subsidiary shall mean as set forth in Section 4.3.
| | ------------------------------------------------------------

| | Confidential Information shall mean as set forth in Section 7.1.
| | ------------------------------------------------------------------

| | Continuing Company Employees shall mean as set forth in Section 7.7(a).
| | -------------------------------------------------------------------------

- 54 -

---

| | Control,ControllingorControlled when
used with respect to any specified Person shall mean the power to direct the
management and policies of such Person, directly or indirectly, whether through
the ownership of voting securities, by contract or otherwise.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Custodial
Account shall mean all funds held or controlled by Seller or the
Company with respect to any Mortgage Loan, including all principal and interest
funds and any other funds due Investors, buydown funds, suspense funds, funds
for the payment of taxes, assessments, insurance premiums, ground rents and
similar charges, funds for the payment of bankruptcy and fraud coverage, funds
from hazard insurance loss drafts and other mortgage escrow and impound amounts
(including interest thereon for the benefit of Mortgagors, if applicable).
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Custodial
File shall mean, with respect to a Mortgage Loan, the Mortgage, the
Mortgage Note, assignments of mortgage instruments and all of the other
documents that must be maintained on file with a document custodian or trustee
under Applicable Requirements.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Deductible shall mean as set forth in Section 11.3.
| | -----------------------------------------------------

| | Disclosure
Letter shall mean the letter, dated the date hereof, delivered by
Seller to Purchaser, setting forth information regarding the Company and the
Company Subsidiaries with respect to the representations and warranties set
forth in Section 4.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Employee Benefit Plans shall mean as set forth in Section 4.15.
| | -----------------------------------------------------------------

| | Environmental Laws shall mean as set forth in Section 4.19.
| | -------------------------------------------------------------

| | ERISA shall mean as set forth in Section 4.15.
| | ------------------------------------------------

| | ERISA Affiliate shall mean as set forth in Section 4.15.
| | ----------------------------------------------------------

| | Estimated Net Asset Value shall mean as set forth in Section 2.1.
| | -------------------------------------------------------------------

| | Excluded
Assets shall mean all of the shares of the Capital Stock of Vicksburg
Properties, Inc., Wilshire Credit Development, Inc. and WCICC Inc. (with respect
to WCICC Inc., only to the extent Purchaser notifies Seller in writing not less
than fifteen (15) days prior to the Closing Date that it elects to treat WCICC
Inc. as an Excluded Asset), the 1,359 shares of common stock of Seller currently
owned by the Company, the Companys limited partnership interests in the
Tennessee oil partnerships and PMA Executive Fund LP listed on Schedule 4.3
under the Disclosure Letter.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

- 55 -

---

| | Excluded Liabilities shall mean all of the following liabilities of the Company:
| | ----------------------------------------------------------------------------------

| | (i)               All Liabilities (including any third party claim, regardless of when such third party claim is filed or threatened)
                  relating to Excluded Assets or to any subsidiary of the Company which was dissolved during the last three years,
                  including, but not limited to, (A) Liabilities arising from the Company's (1) status as the direct or indirect owner
                  of an Excluded Asset, (2) management or operation of an Excluded Asset, or (3) transactions it engaged in with
                  respect to an Excluded Asset; and
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (ii)              All indemnification obligations and related Liabilities to current and former officers, directors, and employees of
                  the Company to indemnify or hold harmless the Person from and against third party Liabilities for such Person's acts
                  or omissions occurring prior to the Closing Date, whether arising under the Company's charter or bylaws, a contract
                  or a statute, and all obligations of the Company to maintain policies of insurance covering such Liabilities, except
                  in each case as are otherwise contemplated by this Agreement;
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (iii)             The Company's involvement in legal proceedings relating to the financial collapse of Capital Consultants LLC,
                  including, without limitation, all Liabilities and obligations in any way pertaining to Andrew Wiederhorn and
                  Lawrence Mendelsohn;
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (iv)              All obligations to service mortgage loans for Seller or any of its Affiliates, except for the Company's obligation
                  on and after the Closing Date to service mortgage loans held by (x) WCICC Inc. and WFICC Inc. pursuant to existing
                  agreements with the Company, (y) Wilshire Funding Corporation pursuant to a new servicing agreement to be entered
                  into with the Company, and (z) The First Bank of Beverly Hills F.S.B (to the extent the Company owns its IMPAC
                  Servicing Rights) pursuant to its existing servicing agreement with the Company;
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (v)               All Liabilities under or related to Servicing Agreements based on the failure of the Company to collect prepayment
                  fees from Mortgagors for pass-through to Investors; and
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (vi)              Liabilities pertaining to periods on or before the Closing Date to current and former officers, directors and
                  employees of the Company, Seller and their Affiliates or to former employees and Continuing Company Employees under
                  the Change of Control Plans listed in Schedule 4.16(b) under the Disclosure Letter except (i) the obligations of the
                  Company expressly set forth in Section 7.7(d), (ii) with respect to any such Liabilities incurred in the ordinary
                  course to the extent accrued on the Closing Date Balance Sheet and (iii) any such Liabilities relating to the
                  matters set forth in Section 4.12 or Section 4.16(d) hereof, it being understood that the exceptions set forth in
                  clauses (ii) and (iii) shall not affect Seller's obligations to indemnify Purchaser with respect to any other
                  Excluded Liability included in the definition of such term.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

- 56 -

---

| | Expert shall mean as set forth in Section 2.3.
| | ------------------------------------------------

| | FHA shall mean Federal Housing Administration or any successor thereto.
| | -------------------------------------------------------------------------

| | FHA
Loans shall mean residential mortgage loans that are insured, or are
eligible and intended to be insured, by FHA.
| | -----------------------------------------------------------------------------------------------------------------------

| | FHLMC shall mean Federal Home Loan Mortgage Corporation or any successor thereto.
| | -----------------------------------------------------------------------------------

| | Final Net Asset Value shall mean as set forth in Section 2.2(e).
| | ------------------------------------------------------------------

| | FNMA shall mean Fannie Mae or any successor thereto.
| | ------------------------------------------------------

| | Foreclosure
shall mean the process culminating in the acquisition of title to a Mortgaged
Property in a foreclosure sale or by a deed in lieu of foreclosure or pursuant
to any other comparable procedure allowed under applicable Regulations.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | GAAP
shall mean generally accepted accounting principles, applied on a basis
consistent with preceding periods.
| | -----------------------------------------------------------------------------------------------------------------

| | Governmental
Entity shall mean any: (i) nation, state, county, city, town, village,
district, or other jurisdiction of any nature; (ii) federal, state, local,
municipal, foreign, or other government; (iii) governmental or
quasi-governmental authority of any nature (including any governmental agency,
branch, department, official, or entity and any court or other tribunal); (iv)
multi-national organization or body; or (v) body exercising, or entitled to
exercise, any administrative, executive, judicial, legislative, police,
regulatory, or taxing authority or power of any nature.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Guides
shall mean (a) HUD 4330.1 REV 5, Administration of Insured Home Mortgages, (b)
the VA Lenders Handbook, (c) any seller or servicer guide or manual
published from time to time by a Private Investor and (d) any and all rules,
regulations, guidelines, and memoranda issued by each Investor and Insurer, in
each case, as such Guide may be amended or supplemented from time to time.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

- 57 -

---

| | HSR Act shall mean as set forth in Section 4.4(c).
| | ----------------------------------------------------

| | HUD shall mean United States Department of Housing and Urban Development or any successor thereto.
| | ----------------------------------------------------------------------------------------------------

| | Indemnified Parties shall mean as set forth in Section 11.2.
| | --------------------------------------------------------------

| | Indemnifying Party shall mean as set forth in Section 11.4(a).
| | ----------------------------------------------------------------

| | Initial Purchase Price shall mean as set forth in Section 2.1.
| | ----------------------------------------------------------------

| | Insurer
shall mean (i) a Person who insures or guarantees all or any portion of the risk
of loss on any Mortgage Loan, including, without limitation, any Agency and any
provider of private mortgage insurance, standard hazard insurance, flood
insurance, earthquake insurance or title insurance with respect to any Mortgage
Loan or related Mortgaged Property or (ii) a Person who provides, with respect
to a Servicing Agreement or an applicable Regulation, any fidelity bond, direct
surety bond, letter of credit, other credit enhancement instrument or errors and
omissions policy or (iii) is a Certificate Insurer.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Intellectual Property Assets shall mean as set forth in Section 4.13(a).
| | --------------------------------------------------------------------------

| | Internet
Domain Name shall mean a unique name, such as WFSG,
combined with a top level domain name, including, without limitation,
.com or .org.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------

| | Investment Grade Securities shall mean as defined in Section 6.21.
| | --------------------------------------------------------------------

| | Investor
shall mean GNMA, any State Agency, Seller, Affiliate, Company Subsidiary, a
Private Investor or any other Person who owns or holds Mortgage Loans, presently
or in the past serviced or subserviced by Seller, Seller or the Company,
pursuant to a Servicing Agreement, as applicable.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | The
term knowledge when used in this Agreement with respect to
Seller shall mean the actual knowledge, after reasonable inquiry, of those
executives of Seller or the Company listed in Schedule 12.1 under the
Disclosure Letter.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Law and Laws shall mean as set forth in Section 4.4(b).
| | -----------------------------------------------------------

- 58 -

---

| | Liabilities
shall mean any and all debts, losses, liabilities, obligations, offsets, claims,
damages, fines, penalties, interest, obligations, payments and accounts payable
(including, without limitation, those arising out of any award, demand,
assessment, settlement, judgment or compromise relating to any Action), and
accruals for out-of-pocket costs and expenses (including, without limitation,
reasonable attorneys fees and reasonable expenses incurred in
investigating, preparing, defending or litigating any Action).
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Lien shall mean as set forth in Section 1.
| | --------------------------------------------

| | Losses shall mean as set forth in Section 11.2.
| | -------------------------------------------------

| | Mark
shall mean the Companys registered service mark, WILSHIRE FINANCIAL
SERVICES GROUP, with the U.S. Patent and Trademark Office registration
number 2082695.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Material Adverse Effect shall mean as set forth in Section 4.4(b).
| | --------------------------------------------------------------------

| | Material Contracts shall mean as set forth in Section 4.11.
| | -------------------------------------------------------------

| | Mortgage
shall mean with respect to a Mortgage Loan, a mortgage, deed of trust or other
security instrument creating a Lien upon real property and any other property
described therein which secures a Mortgage Note, together with any assignment,
reinstatement, extension, endorsement or modification thereof.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Mortgage
Loan shall mean a mortgage loan (i) that is evidenced by a Mortgage
Note and secured by a Mortgage, (ii) with respect to which Seller, the Company
or a Company Subsidiary presently provides or in the past provided the Servicing
as of or prior to the Closing Date.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Mortgage
Loan Documents shall mean the Custodial File and all other documents
relating to Mortgage Loans required to document and service the Mortgage Loans
by applicable Regulations, whether on hard copy, microfiche or its equivalent or
in electronic format and, to the extent required by applicable Regulations,
credit and closing packages and disclosures.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Mortgage
Note shall mean, with respect to a Mortgage Loan, a promissory note or
notes, or other evidence of indebtedness, with respect to such Mortgage Loan
secured by a Mortgage or Mortgages, together with any assignment, reinstatement,
extension, endorsement or modification thereof.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

- 59 -

---

| | Mortgaged
Property shall mean (i) the real property and improvements thereon,
(ii) the stock in a residential housing corporation and the lease to the related
dwelling unit or (iii) a manufactured home and, as applicable, the real property
upon which the home is situated, in each case that secures a Mortgage Note and
that is subject to a Mortgage.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Mortgagor shall mean the obligor(s) on a Mortgage Note.
| | ---------------------------------------------------------

| | Net Asset Value shall mean as set forth in Section 2.1.
| | ---------------------------------------------------------

| | Net Asset Value Schedule shall mean as set forth in Section 2.2(a).
| | ---------------------------------------------------------------------

| | Originator
shall mean, with respect to any Mortgage Loan, the entity or entities that (i)
took the relevant Mortgagors loan application, (ii) processed the relevant
Mortgagors loan application or (iii) closed and/or funded such Mortgage
Loan.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Permits shall mean as set forth in Section 4.14(b).
| | -----------------------------------------------------

| | Permitted Liens shall mean as set forth in Section 4.7(b)(ii).
| | ----------------------------------------------------------------

| | A
person includes an individual, corporation, partnership,
association, trust or unincorporated organization.
| | ---------------------------------------------------------------------------------------------------------------

| | Pre-Closing Tax Period shall mean as set forth in Section 7.9(e).
| | -------------------------------------------------------------------

| | Prior
Servicer shall mean any party that was a servicer or subservicer of
any Mortgage Loan,or if none, the Originator of such Mortgage Loan,
before Seller, or the Company, as applicable, became the servicer or subservicer
of the Mortgage Loan.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Private Investors shall mean Investors which are not Agencies.
| | ----------------------------------------------------------------

| | Proprietary Property shall mean as set forth in Section 4.13(a).
| | ------------------------------------------------------------------

| | Purchase Price shall mean as set forth in Section 2.2(e).
| | -----------------------------------------------------------

| | Purchased Stock shall mean as set forth in Section 1.
| | -------------------------------------------------------

| | Purchaser shall mean as set forth in the introductory paragraph of this Agreement.
| | ------------------------------------------------------------------------------------

| | Purchaser's Report shall mean as set forth in Section 2.2(b).
| | ---------------------------------------------------------------

- 60 -

---

| | Purchaser's Representatives shall mean as set forth in Section 5.6.
| | ---------------------------------------------------------------------

| | Quarterly Valuation shall mean as set forth in Section 6.21.
| | --------------------------------------------------------------

| | Rating
Agency shall mean any nationally recognized statistical credit agency
that at the time of any determination thereof has outstanding a rating on the
servicing capabilities of the Company.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Records shall mean as set forth in Section 6.1.
| | -------------------------------------------------

| | Recourse
Obligation shall mean, with respect to any Mortgage Loan, any
arrangement pursuant to which Seller, theCompany orthe Company
Subsidiary bears the risk of any part of the ultimate credit losses incurred in
connection with a default under or Foreclosure of the Mortgage Loan not owned by
such Seller, theCompany or Company Subsidiary, except insofar as such
risk of loss is based upon (i) a breach by such Seller,the Company or
Company Subsidiary of any of their contractual representations, warranties or
covenants; or (ii) expenses, such as legal fees, in excess of the reimbursement
limits, if any, set forth in the Applicable Requirements.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | REO
shall mean any residential real property owned by Seller, the Company, a Company
Subsidiary (whether for its own account or on behalf of an Investor, FHA or VA
as a result of a Foreclosure).
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Required Liquidity Amount shall mean as set forth in Section 6.21.
| | --------------------------------------------------------------------

| | Restricted Business shall mean as set forth in Section 6.10(a).
| | -----------------------------------------------------------------

| | Section 338 Forms shall mean as set forth in Section 2.3(b).
| | --------------------------------------------------------------

| | Securities Laws shall mean as set forth in Section 4.2(b).
| | ------------------------------------------------------------

| | Securities Value shall mean as set forth in Section 6.21.
| | -----------------------------------------------------------

| | Seller shall mean as set forth in the introductory paragraph of this Agreement.
| | ---------------------------------------------------------------------------------

| | September 30 NAV shall mean as set forth in Section 2.1.
| | ----------------------------------------------------------

| | Service shall mean the Internal Revenue Service.
| | --------------------------------------------------

- 61 -

---

| | Servicer
shall mean the Person responsible for performing the Servicing functions in
connection with a Mortgage Loan.
| | -----------------------------------------------------------------------------------------------------------------------

| | Servicing
shall mean mortgage loan servicing, subservicing rights and master servicing
rights and obligations including, without limitation, one or more of the
following functions (or a portion thereof): (i) the administration and
collection of payments for the reduction of principal and/or the application of
interest on a mortgage loan; (ii) the collection of payments on account of taxes
and insurance; (iii) the remittance of appropriate portions of collected
payments; (iv) the provision of full escrow administration; (v) the pursuit of
Foreclosure remedies against a related Mortgaged Property; (vi) the
administration and liquidation of REO, and (vii) the right to receive the
Servicing Compensation and any ancillary fees arising from or connected to the
Mortgage Loans, earnings and other benefits of the related Custodial Accounts
and any other related accounts maintained pursuant to Applicable Requirements
and Investor and Insurer requirements and, in each case, all rights, powers and
privileges incident to any of the foregoing, and expressly includes the right to
enter into arrangements with third parties that generate ancillary fees and
benefits with respect to the Mortgage Loans.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Servicing
Agreement shall mean an agreement between an Investor and Seller or
theCompany or Company Subsidiary pursuant to which such Person performs
the Servicing and services Mortgage Loans.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Servicing
Compensation shall mean any servicing fees and any excess servicing
compensation which Seller, theCompany or Company Subsidiary is entitled
to receive pursuant to any Servicing Agreement.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Servicing Rights shall mean the ownership of Servicing.
| | ---------------------------------------------------------

| | Software shall mean as set forth in Section 4.13.
| | ---------------------------------------------------

| | Software Code shall mean as set forth in Section 4.13 (a).
| | ------------------------------------------------------------

| | State
Agency shall mean any state agency or other entity with authority to
regulate the mortgage-related activities of theCompany or to determine
the investment or servicing requirements with regard to mortgage loan
origination, purchasing, servicing or master servicing performed by the Company.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Straddle Period shall mean as set forth in Section 7.9(e).
| | ------------------------------------------------------------

| | Subsidiary shall mean as set forth in Section 4.3.
| | ----------------------------------------------------

- 62 -

---

| | Tape shall mean as set forth in Section 4.5(b).
| | -------------------------------------------------

| | Tax
or Taxes, as the context may require, shall mean (A) any
income, alternative or add-on minimum tax, gross income, gross receipts,
franchise, profits, sales, use, ad valorem, business license, withholding,
payroll, employment, excise, stamp, transfer, recording, occupation, premium,
property, value added, custom duty, severance, windfall profit or license tax,
governmental fee, including estimated taxes relating to any of the foregoing, or
other similar tax or other like assessment or charge of similar kind whatsoever
together with any interest and any penalty, addition to tax or additional amount
imposed by any Governmental Entity responsible for the imposition of any such
Tax; or (B) any liability of a person for the payment of any taxes, interest,
penalty, addition to tax or like additional amount resulting from the
application of Treas. Reg. § 1.1502-6 or comparable provisions of any
Governmental Entity in respect of a consolidated or combined return.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Tax Proceeding shall mean as set forth in Section 7.9(c).
| | -----------------------------------------------------------

| | Tax
Return shall mean any return (including any information return),
report, statement, schedule, notice, form, or other document or information
filed with or submitted to, or required to be filed with or submitted to, any
Governmental Entity in connection with the determination, assessment,
collection, or payment of any Tax or in connection with the administration,
implementation, or enforcement of or compliance with any Law relating to any
Tax.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Technology shall mean as set forth in Section 6.19.
| | -----------------------------------------------------

| | Third
Party Consents shall mean any consent, authorization, approval,
waiver, order, license, certificate or permit or act of or from, or notice to,
any Governmental Entity, Rating Agency, and any third party to any contract.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Third Party Software shall mean as set forth in Section 4.13.
| | ---------------------------------------------------------------

| | Transaction Taxes shall mean as set forth in Section 7.9(b).
| | --------------------------------------------------------------

| | Transfer shall mean as set forth in Section 4.2(b).
| | -----------------------------------------------------

| | Transitional Services Agreement shall mean as set forth in Section 8.4.
| | -------------------------------------------------------------------------

| | 338(h)(10) Election shall mean as set forth in Section 1.
| | -----------------------------------------------------------

- 63 -

---

| | Treasury Bonds shall mean as set forth in Section 6.21.
| | ---------------------------------------------------------

| | URLshall stand for uniform resource locator and shall mean the
address that defines the route to a file on the Web or any other Internet
facility.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------

| | VA shall mean the United States Department of Veterans Affairs and any successor thereto.
| | -------------------------------------------------------------------------------------------

| | VA
Loans shall mean residential mortgage loans that are guaranteed, or
are eligible and intended to be guaranteed, by VA.
| | ---------------------------------------------------------------------------------------------------------------------------

12.2 Injunctive
Relief. In the event of a breach or a threatened breach of this Agreement,
in addition to and not in lieu of any damages sustained by the parties hereto
and any other remedies which the parties hereto may pursue hereunder or under
any applicable Law, the parties hereto shall have the right to equitable relief,
including issuance of a temporary or permanent injunction, by any court of
competent jurisdiction against the commission or continuance of any such breach
or threatened breach, without the necessity of proving any actual damages or
posting of any bond or other surety therefor.

12.3     [RESERVED]

12.4 Further
Assurances. From time to time after the Closing and without further
consideration from Purchaser, Seller shall execute and deliver, or cause to be
executed and delivered, to Purchaser such further instruments of sale,
assignment, transfer and delivery and take such other action as Purchaser may
reasonably request in order to more effectively sell, assign, transfer and
deliver and reduce to the possession of Purchaser any and all of the Purchased
Stock and consummate the transactions contemplated hereby. In addition, from
time to time after the Closing, the parties shall in good faith cooperate with
each other with respect to the transfer or assignment of contracts and other
assets in the event it is determined that (i) any contract or other asset that
relates solely or primarily to the business of the Company or a Company
Subsidiary is held by Seller or any of its subsidiaries or (ii) any contract or
other asset that does not relate solely or primarily to the business of the
Company or a Company Subsidiary is held by the Company or aCompany
Subsidiary.

12.5 Expenses.
Whether or not the Closing is consummated, except as otherwise set forth in this
Agreement, all fees and expenses incurred in connection with the negotiation,
preparation, execution and performance of this Agreement (including without
limitation fees and expenses of legal counsel, accountants and other
professionals) shall be paid by the party incurring such expense, provided that
the Company shall not bear the costs and expenses of Seller in connection with
the transactions contemplated by this Agreement.

12.6 Publicity.
Seller and Purchaser agree that no public release or announcement concerning the
transactions contemplated hereby shall be issued by either party without the
prior consent of the other party, except as such release or announcement may be
required by Law, in which case the party required to make the release or
announcement shall, to the extent reasonably feasible, allow the other party
reasonable time to comment on such release or announcement in advance of such
issuance and all reasonable comments of such other party shall be reflected
therein. Notwithstanding the foregoing, Seller and Purchaser agree (i) to issue
or cause to be issued a joint press release announcing the execution and
delivery of this Agreement, in the form set forth on
Exhibit A within one Business Day after such execution
and delivery, (ii) that each may respond to press and other inquiries without
the prior consent of the other, and (iii) that Purchaser may disclose the
execution and delivery of this Agreement on a confidential basis to certain
regulatory and ratings agencies heretofore identified to Seller.

- 64 -

---

12.7 Waiver. The
parties hereto may by written agreement (i) extend the time for or waive or
modify the performance of any of the obligations or other acts of the parties
hereto or (ii) waive any inaccuracies in the representations and warranties
contained in this Agreement or in any document delivered pursuant to this
Agreement.

12.8 Notices. All
notices, requests, demands, waivers, consents, approvals, or other
communications which are required or permitted hereunder shall be in writing and
shall be delivered personally, sent by reputable overnight courier service (such
as Federal Express), sent by telecopier (with a copy mailed or sent by courier
service not later than the next day), or sent by registered or certified mail,
return receipt requested, postage prepaid, to the addresses set forth below:

If to Seller, to:

| | Wilshire Financial Services Group Inc.
| | --------------------------------------
| | 14523 S.W. Millikan Way, Suite 200    
| | Beaverton, Oregon  97005              
| | Telecopier:  503-952-7414             
| | Attention:  Stephen P. Glennon        

With copies to:

| | Irell & Manella LLP                
| | -----------------------------------
| | 1800 Avenue of the Stars, Suite 900
| | Los Angeles, California  90067     
| | Telecopier:  310-203-7199          
| | Attention:  Ken Ikari, Esq.        

- 65 -

---

If to Purchaser, to:

| | Merrill Lynch Mortgage Capital Inc.        
| | -------------------------------------------
| | Global Principal Investment/Secured Finance
| | 4 World Financial Center                   
| | New York, NY 10080                         
| | Telecopier:  212-738-1120                  
| | Attention:  J. Craig Weakley               

With copies to:

| | Merrill Lynch Mortgage Capital Inc.
| | -----------------------------------
| | 4 World Financial Center           
| | New York, NY 10080                 
| | Telecopier: 212-449-0265           
| | Attention:  Michael McGovern, Esq. 

| | Kirkpatrick & Lockhart LLP         
| | -----------------------------------
| | 1800 Massachusetts Ave., N.W.      
| | 2nd Floor                          
| | Washington, DC 20036-1221          
| | Telecopier:  202-778-9100          
| | Attention:  Laurence E. Platt, Esq.

or to such other address or
telecopier number as the party entitled to receive such notice may, from time to
time, specify writing to the other party. Any such notice shall be deemed given
when actually received by the Person to whom notice is being given, when receipt
is confirmed by telephone or answer-back of any notice given by telecopier, on
the second day after dispatch by overnight courier service promising next day
delivery (or on the day after the scheduled delivery date if next day delivery
is not scheduled) or on the fifth day after mailing if sent postage prepaid by
registered or certified mail.

12.9 Entire
Agreement. This Agreement embodies the entire agreement among the parties
and there have been and are no agreements, representations or warranties, oral
or written among the parties other than those set forth or provided for in this
Agreement. This Agreement may not be modified or changed, in whole or in part,
except by a supplemental agreement signed by each of the parties.

12.10 Rights Under this
Agreement; Nonassignability. This Agreement shall bind and inure to the
benefit of the parties hereto and their respective successors and assigns, but
shall not be assignable by any party without the prior written consent of the
other parties.

- 66 -

---

12.11    Governing Law.

(a)      This Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to
agreements made and to be performed in the State of New York and shall be construed without regard to (i) any choice of law or
conflict of law provision or rule (whether of the State of New York or any other jurisdiction) that would cause the application of
the laws of any jurisdiction other than the State of New York and (ii) any presumption or other rule requiring the construction of an
agreement against the party causing it to be drafted.

(b)      Each party hereto agrees that it will bring any action or proceeding in respect of any claim arising out of or related to
this Agreement, any agreement contemplated hereby or the transactions contemplated hereby or thereby exclusively in a state or
federal court located within the State of New York in New York County, or within the State of California, in the County of Los
Angeles (the "Chosen Courts"), and solely in connection with claims arising under this Agreement, any agreement contemplated thereby
or the transactions contemplated hereby or thereby (1) irrevocably submits to the exclusive jurisdiction of the Chosen Courts, (2)
waives any objection to laying venue in any such action or proceeding in the Chosen Courts, (3) to the fullest extent permitted by
law, waives any objection that the Chosen Courts are an inconvenient forum or do not have jurisdiction over any party hereto and (4)
agrees that service of process upon such party in any such action or proceeding will be effective if notice is given in accordance
with Section 12.08.  The provisions of this Section 12.11(b) are not intended to and shall not operate to restrict a party from
joining another party to this Agreement in any Action arising from a third party claim pending in a forum other than the Chosen
Courts.

12.12 Third Party
Beneficiaries. Nothing in this Agreement, express or implied, is intended to
confer upon any Person (including, without limitation, employees of Seller or
Investors) other than the parties hereto and their respective successors and
assigns any rights, remedies, obligations or Liabilities under or by reason of
this Agreement.

12.13 Headings;
References to Sections, Exhibits and Schedules. The headings of the
Sections, paragraphs and subparagraphs of this Agreement are solely for
convenience and reference and shall not limit or otherwise affect the meaning of
any of the terms or provisions of this Agreement. The references herein to
Sections, Exhibits and Schedules, unless otherwise indicated, are references to
sections of and exhibits and schedules to this Agreement.

12.14 Counterparts.
This Agreement may be executed in any number of counterparts, each of which
shall be an original, but which together constitute one and the same instrument.

- 67 -

---

IN
WITNESS WHEREOF, the parties have duly executed this Agreement as of the date
first above written.

| | WILSHIRE FINANCIAL SERVICES GROUP INC.
| | --------------------------------------

| | By:_______________________________
| | ----------------------------------

| | Stephen P. Glennon
| | ------------------

| | Its:    Chief Executive Officer
| | -------------------------------

| | MERRILL LYNCH MORTGAGE CAPITAL INC.
| | -----------------------------------

| | By:_______________________________
| | ----------------------------------

| | 
| | 

| | Its:
| | ----

- 68 -

---